Gujarat High Court
Golf Ceramics Limited vs Respondent on 21 March, 2014
Author: S.R.Brahmbhatt
Bench: S.R.Brahmbhatt
O/COMA/72/2014 ORDER
IN THE HIGH COURT OF GUJARAT AT AHMEDABAD
COMPANY APPLICATION NO. 72 of 2014
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GOLF CERAMICS LIMITED....Applicant
Versus
.....Respondent
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Appearance:
MR LALIT M PATEL, ADVOCATE for the Applicant No. 1
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CORAM: HONOURABLE MR.JUSTICE S.R.BRAHMBHATT
Date : 21/03/2014
ORAL ORDER
1. In this Company Application the applicant has prayed to dispense with the holding of the meeting of the shareholders and for holding meetings of the Secured Creditors and Unsecured Creditors of the applicant Company for the purpose of considering and, if thought fit, approving with or without modification, the arrangement embodied in the Scheme of Amalgamation between Golf Ceramics Limited, i.e. the applicant Company with Balaji Electrical Insulators Private Limited and their respective shareholders and creditors and for issuing appropriate directions incidental for holding of such meetings.
2. Heard learned counsel for the applicant. Perused the application and supporting affidavit and the Annexures referred to herein (Annexure - F being the copy of the scheme of Amalgamation) filed in support of the application.
Page 1 of 6O/COMA/72/2014 ORDER
3. Learned counsel for the applicant submitted that the applicant Company has passed resolution in the meeting of the Board of Directors held on 1st December, 2013 approving and consenting to the proposed scheme of amalgamation of the applicant Company with Balaji Electrical Insulators Private Limited. Learned counsel invited the attention of the Court to the affidavit dated 03.03.2014 filed by Shri Ashish Nemani, Director of the applicant Company and consent letters given by the shareholders of the applicant Company (Annexure G-1 to G-8) giving approval to the proposed scheme of Amalgamation of the applicant Company with Balaji Electrical Insulators Private Limited.
4. Considering the facts and circumstances of the case and having regard to the averments made in the affidavit filed in support of the application and the submissions made by the learned Counsel for the applicant, convening and holding of the meeting of the Equity Shareholders of the applicant Company for the purpose of considering, and if thought fit, approving with or without modification, the scheme of amalgamation of the applicant Company with Balaji Electrical Insulators Private Limited is dispensed with.
5. A meeting of the Secured Creditors of the Applicant Company shall be convened and held at the registered office of the applicant Company at D-403, Pearl Apartment, Opp. Rajiv Nagar Vibhag - 6, Nr. FCI, Off Kenyug - Shyamal Char Rasta, Satellite, Ahmedabad, Gujarat, on Tuesday, the 22nd day of April, 2014 at 3.00 p.m. (1500 hours) for the purpose of considering, and if thought fit, approving with Page 2 of 6 O/COMA/72/2014 ORDER or without modification, the scheme of amalgamation of the applicant Company with Balaji Electrical Insulators Private Limited and their respective shareholders and creditors.
6. A meeting of the Unsecured Creditors of the applicant Company shall be convened and held at the registered office of the applicant Company at D-403, Pearl Apartment, Opp. Rajiv Nagar Vibhag - 6 Nr. FCI, Off Kenyug- Shyamal Char Rasta, Satellite, Ahmedabad, Gujarat, on the 22nd day of April, 2014 at 4.00 p.m. (1600 hours) or immediately after the conclusion of the meeting of the Secured Creditors of the applicant Company (whichever is later) for the purpose of considering, and if thought fit, approving with or without modification, the scheme of amalgamation of the applicant Company with Balaji Electrical Insulators Private Limited and their respective shareholders and creditors.
7. At least 21 clear days before the day appointed for the meetings to be held as aforesaid, an advertisement convening the said meetings indicating the day, the date, the place and time aforesaid and stating the copies of the said Scheme of Amalgamation, the statement required to be furnished pursuant to Section 393 of the Companies Act, 1956 and Form of Proxy can be obtained free of charge at the Registered office of the applicant Company or at the office of its advocate, i.e. Lalit Patel & Associates, 401, Shaival Plaza, Nr. Gujarat College, Ellisbridge, Ahmedabad - 380 006, be inserted once in 'Indian Express', English Edition and 'Jansatta', Gujarati Edition, both Page 3 of 6 O/COMA/72/2014 ORDER published from Ahmedabad. Publication of the advertisement in the Gujarat Government Gazette is dispensed with.
8. In addition, at least 21 clear days before the date of the meetings to be held as aforesaid, a notice convening the said meetings, indicating the day, the date, the place and time aforesaid, together with a copy of the said Scheme of Amalgamation, a copy of the Statement required to be furnished pursuant to Section 393 of the Companies Act, 1956 and the prescribed Form of Proxy, shall be sent by prepaid letter post under Certificate of Posting addressed to each of the Secured Creditor/s and Unsecured Creditors of the applicant Company at their respective registered or last known addresses. The notice shall be sent to the Secured Creditors and Unsecured Creditors of the applicant Company with reference to the list of persons appearing on the record of the applicant Company as on 28.02.2014.
9. The settling and/or approval of the advertisement, the form of Notice and the Statement to accompany the Notice by the Registrar of this Court is dispensed with.
10. Mr. Ashish Nemanni, the Director of the applicant Company and in his absence Mrs. Suman Sharad Nemani, the Director of the applicant Company, shall be the Chairman of the aforesaid meetings to be held on Tuesday, the 22nd day of April, 2014 and in respect of any adjournment or adjournments thereof.
11. The Chairman appointed for the aforesaid meetings do Page 4 of 6 O/COMA/72/2014 ORDER issue the advertisement and send out the notices of the meetings referred to above. The Chairmen are free to avail the services of the applicant Company or their Officers or servants or agents or any other agency for carrying out the said direction. It is further directed that the Chairman of the meetings shall have all powers under the Articles of Association of the applicant Company and under the Companies (Court) Rules, 1959 in relation to conduct of meetings including an amendment to the aforesaid Scheme of Amalgamation or resolutions, if any, proposed at the aforesaid meetings by any person(s) and to ascertain the decision of the aforesaid meetings on the poll.
12. The quorum for the meeting of the Secured Creditors shall be 1 person present in person and that the quorum for the meeting of the Unsecured Creditors shall be 5 persons present in person.
13. The voting by proxy be permitted, provided that the proxy in the prescribed from duly signed by the person entitled to attend and vote at the meeting, is filed with the applicant Company at its Registered Office at D-403, Pearl Apartment, Opp. Rajiv Nagar Vibhag - 6 Nr. FCI, Off Kenyug- Shyamal Char Rasta, Satellite, Ahmedabad, Gujarat not later than 48 hours before the respective meetings.
14. The value of each Secured Creditors and Unsecured Creditors shall be in accordance with the books of the applicant Company and where the entries in the books are disputed, the Chairman shall determine the value for purposes of the meeting and his decision in that behalf Page 5 of 6 O/COMA/72/2014 ORDER shall be final.
15. It is further directed that the Chairman do report to this Court the result of the said meetings within 14 days of the conclusion of the meetings, and the said report shall be verified by his affidavit.
16. The Company Application is disposed off accordingly.
(S.R.BRAHMBHATT, J.) Pankaj Page 6 of 6