Gujarat High Court
Abeer Textile Private Limited vs Respondent(S) on 27 April, 2016
Author: Abhilasha Kumari
Bench: Abhilasha Kumari
O/COMA/210/2016 ORDER
IN THE HIGH COURT OF GUJARAT AT AHMEDABAD
COMPANY APPLICATION NO. 210 of 2016
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ABEER TEXTILE PRIVATE LIMITED....Applicant(s)
Versus
......Respondent(s)
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Appearance:
MRS SWATI SOPARKAR, ADVOCATE for the Applicant(s) No. 1
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CORAM: HONOURABLE SMT. JUSTICE ABHILASHA KUMARI
Date : 27/04/2016
ORAL ORDER
1. A Scheme of Arrangement in the nature of De merger and Transfer of Manufacturing Undertaking of Amazon Textiles Private Limited to Abeer Textiles Private Limited is proposed under Sections391 to 394 of the Companies Act, 1956.
2. In this regard, the present application is filed by Abeer Textiles Private Limited, the Applicant Resulting company. In the Judges' summons taken out, dated 21st April 2016, it has prayed for (i) dispensation of meeting of the meeting of the Equity Shareholders of the Applicant Company; and (ii) seeking directions for convening separate meetings of the Secured and Unsecured Creditors of the Applicant Page 1 of 6 HC-NIC Page 1 of 6 Created On Sat Apr 30 01:41:30 IST 2016 O/COMA/210/2016 ORDER Company.
3. It has been submitted that all the Equity Shareholders of the Company have approved the Scheme in the form of the written consent letters. All these consent letters are annexed with the Application as Exhibit'D'. The certificate confirming the status of the Shareholders as well as the receipt of consent letters from all of them is annexed as Exhibit'E'. In view of the same, dispensation is sought from convening the meetings of the Equity Shareholders of the Applicant Company and considering the facts and circumstances and the submissions advanced, the same is hereby granted.
4. The applicant has prayed to convene separate meetings of the Secured as well as Unsecured Creditors of the company to obtain their approval to the proposed Scheme.
IT IS ORDERED:
5. That separate meetings of the Unsecured Creditors and Secured creditors of the Applicant Company shall be convened and held at Arvind Premises, Naroda Road, Ahmedabad 380025 in the state of Gujarat on Monday, Page 2 of 6 HC-NIC Page 2 of 6 Created On Sat Apr 30 01:41:30 IST 2016 O/COMA/210/2016 ORDER the 13th June 2016 respectively at 11.00 a.m. and 12.00 noon, for the purpose of considering and if thought fit, approving with or without modifications, the proposed Scheme of Arrangement in the nature of Demerger and Transfer of the Manufacturing Undertaking of Amazon Textiles Private Limited to Abeer Textiles Private Limited, as proposed between the Applicant Company and its creditors.
6. That at least 21 clear days before the meetings to be held as aforesaid, Notice convening the said meetings, indicating the day, the date, the place and the time as aforesaid, together with a copy of the Scheme of Arrangement, copy of the Explanatory Statement required to be sent under Section 393 of the Companies Act, 1956 and the prescribed Form of Proxy shall be sent by courier, addressed to each of the Secured and Unsecured Creditors of the Applicant Company, at their last known address. A list of the creditors with their names and addresses shall be placed on record by the Company.
7. That at least 21 clear days before the meetings to be held as aforesaid, Notice convening the said Page 3 of 6 HC-NIC Page 3 of 6 Created On Sat Apr 30 01:41:30 IST 2016 O/COMA/210/2016 ORDER meetings indicating the day, the date, the place and time as aforesaid be published, stating that copies of the Scheme of Arrangement, the Explanatory Statement required to be furnished pursuant to Section393 of the Companies Act, 1956 and Form of Proxy can be obtained free of charge at the Registered Office of the Applicant Company and/or at its Advocate's office i.e. 301, Shivalik10, Opp. SBI Zonal Office, Nr.Old Excise Chowky, S.M.Road, Ambavadi, Ahmedabad380015, shall be published once each in the English daily newspaper "Indian Express", and the Gujarati daily newspaper "Gujarat Samachar", both Ahmedabad editions.
8. Shri Ramnik Bhimani, the Authorised Officer of the Applicant Company and failing him Shri Jayesh Thakkar, the Authorised Officer of the Applicant Company, shall be the Chairman of the aforesaid meetings to be held on 13th June 2016 and in respect of any adjournment or adjournments thereof.
9. That the Chairman appointed for the aforesaid meetings shall issue advertisements and send out notices of the said meetings referred to above. It is Page 4 of 6 HC-NIC Page 4 of 6 Created On Sat Apr 30 01:41:30 IST 2016 O/COMA/210/2016 ORDER 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 Scheme or resolution, if any, proposed at the meetings by any person(s); adjourning the meeting to another day, if so required and to ascertain the decision of the meetings on a poll.
10. That the quorum for the said meeting of the Unsecured Creditors shall be 5 (Five) of the Unsecured Creditors, and quorum for the said meeting of Secured Creditors shall be 1 (One) Secured Creditor, present either in person or through authorized representative or through proxy.
11. That voting by proxy is permitted provided that the proxy in the prescribed form and duly signed by the person entitled to attend and vote at the aforesaid meeting, or by his authorised representative, is filed with the Applicant Company at its registered office at Ahmedabad, not later than 48 hours before the said meeting.
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O/COMA/210/2016 ORDER
12. That the value of the vote of each Creditor of the Company shall be as per the entries in the books of accounts of the company and where the entries in the records are disputed, the Chairman of the meeting shall determine the value or number for the purposes of the meeting and his decision in that behalf would be final.
13. That the Chairman shall 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.
14. The application is hereby disposed of.
(SMT. ABHILASHA KUMARI, J.) Gaurav+ Page 6 of 6 HC-NIC Page 6 of 6 Created On Sat Apr 30 01:41:30 IST 2016