Gujarat High Court
Arraycom vs Blank on 9 November, 2011
Author: Anant S. Dave
Bench: Anant S. Dave
Gujarat High Court Case Information System
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COMA/317/2011
5/ 5 ORDER
IN
THE HIGH COURT OF GUJARAT AT AHMEDABAD
COMPANY
APPLICATION No. 317 of 2011
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ARRAYCOM
(INDIA)LTD - Applicant(s)
Versus
Blank
Name - Respondent(s)
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Appearance :
MR
MITUL K SHELAT for Applicant(s) : 1,
None for Respondent(s) :
1,
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CORAM
:
HONOURABLE
MR.JUSTICE ANANT S. DAVE
Date
: 11/05/2011
ORAL
ORDER
Heard Advocate, Mr Mitul Shelat appearing for the Applicant Company.
2. Draft amendment is granted. Amendment to be carried out forthwith.
3. In this Company Application the Applicant has prayed for holding 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 arrangement of the Applicant Company and for issuing appropriate directions incidental for holding of such meetings.
4. By the present Scheme of Arrangement there would be reduction of Securities/Share Premium Account. The said reduction is an integral part of the Scheme of Arrangement and the Applicant Company has prayed for dispensing with following a separate procedure for the said reduction.
5. Upon hearing Shri Mitul Shelat Advocate and upon perusal of the Application and supporting Affidavit dated 04.05.2011 filed by Shri Sanghvi, Company Secretary and the Annexures referred to therein (Annexure-E being the copy of the Scheme of Arrangement), it is directed as under:
6. A meeting of the Equity Shareholders of the Applicant Company shall be convened and held at B-13, 13/1 and 14 GIDC Electronic Estate, Sector 25, Gandhinagar-382 044, Gujarat, India, on 14th June 2011 at 11.00 a.m. (1100 hours) for the purpose of considering, and if thought fit, approving with or without modification, the arrangement embodied in the Scheme of the Applicant Company and their respective shareholders.
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 that copies of the said Scheme of Arrangement, 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 Advocates, i.e. Mitul Shelat 201 Satyamev II Opposite Kargil Petrol Pump, Besides High Court, Ahmedabad, be inserted once in Indian Express and Gujarat Samachar (Ahmedabad Edition). 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 Arrangement, 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 business post through department of post and telegram addressed to each of the Equity Shareholders of the Applicant Company at their respective registered or last known addresses. The Notice shall be sent to the Equity Shareholders of the Applicant Company with reference to the list of persons appearing on the record of the Applicant Company and its register as on 16 May 2011.
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. Smt Gorsi Atul Parekh and in her absence Shri Ranchhod N Patel shall be the Chairperson of the aforesaid meeting to be held on Thursday, the 14th day of June, 2011 and in respect of any adjournment or adjournments thereof.
11. The Chairperson appointed for the aforesaid meetings will issue the advertisement and send out the notices of the meetings referred to above. The Chairperson is 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 Chairperson 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 Arrangement 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 Equity Shareholders shall be 5 persons present in person.
13. The voting by proxy be permitted, provided that the proxy in the prescribed form duly signed by the person entitled to attend and voting on poll, at the meeting, is filed with the Applicant Company at its Registered Office, not later than 48 hours before the meeting.
14. The value of each Equity Shareholder/s 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 meetings and his decision in that behalf 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. Shri Shelat has submitted that there would be reduction of Securities/Share Premium Account, which shall be effected as an integral part of the Scheme itself. Shri Shelat has further submitted that the Equity Shareholders of the Applicant Company are to consider the Scheme in the meeting which includes the said reduction. As the procedure under section 101 read with section 78 of the Companies Act, 1956 being parimateria with the present proceedings, no separate procedure for reduction of Securities/Share Premium Account is required to be followed. Mr. Shelat has referred to Section 100 and 101 of the Companies Act, 1956 and submitted that reduction contemplated in the Scheme do not involve either diminution of liability in respect of unpaid share capital or payment to the Shareholders of paid-up share capital and do not in any manner affect the interest of Creditors and no meeting of Creditors is required to consider the said reduction. Mr. Shelat has relied upon the order dated 12.05.2009 passed by this Court in Company Application No. 221 of 2009 wherein this Court has dispensed with the following a separate procedure for reduction of Capital.
17. Upon hearing the submissions of Shri Shelat and upon considering the orders cited by him, I am of the view that the meeting of Creditors for considering the aforesaid reduction is not required. I hold that no separate procedure is required to be followed for reduction of Securities/Share Premium Account, as the same is part and parcel of the Scheme.
This application is disposed off accordingly.
[Anant S. Dave, J.] *pvv Top