Gujarat High Court
Inland vs Respondent(S) on 10 November, 2008
Author: K.A.Puj
Bench: K.A.Puj
Gujarat High Court Case Information System
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COMA/57120/2008 6/ 8 ORDER
IN
THE HIGH COURT OF GUJARAT AT AHMEDABAD
COMPANY
APPLICATION No. 571 of 2008
=========================================================
INLAND
CONWARE PRIVATE LIMITED - Applicant(s)
Versus
.
- Respondent(s)
=========================================================
Appearance
:
MRS
SWATI SOPARKAR for
Applicant(s) : 1,
None for Respondent(s) :
1,
=========================================================
CORAM
:
HONOURABLE
MR.JUSTICE K.A.PUJ
Date
: 10/11/2008
ORAL
ORDER
The present Judges' Summons has been taken out by the transferee Company viz. Inland Conware Pvt. Ltd., (ICPL) for seeking directions for the meeting of the secured creditors and unsecured creditors and dispensation of the meeting of the equity shareholders of the company to approve the proposed scheme of arrangement in the nature of amalgamation of Adani Logistics Ltd., (ALL) and Inland Conware (Ludhiana) Pvt. Ltd., (ICPL (Ludhiana)), the transferor Companies with Inland Conware Pvt. Ltd. (ICPL), the applicant transferee company as required to be held under the provisions of Section 391(2) of the Companies Act, 1956.
The applicant is a wholly owned subsidiary of Mundra Port and Special Economic Zone Ltd., (MPSEZL) and belongs to the Adani Group of Industries.
Upon the application of the abovenamed company by summons dated 24.10.2008, upon hearing Ms. Vaibhavi Parikh appearing for Mrs. Swati Soparkar, advocate for the applicant Company and upon reading of the affidavit dated 22.10.2008 filed in support of the Judges' Summons for directions and other relevant annexure attached in support of the contents of the affidavit filed by the deponent (Annexure 'C' being a copy of the proposed scheme of amalgamation).
That separate meetings of the secured creditors and unsecured creditors of the applicant company be convened and held at Ignite, PMC House (Basement), Nr.Mithakhali Six Roads, Navrangpura, Ahmedabad on Tuesday, the 23.12.2008 respectively at 12.00 noon and 2.30 p.m., or at the conclusion of the previous meeting whichever is later, for the purpose of considering, and if thought fit, approving with or without modifications, the scheme of arrangement in the nature of amalgamation of Adani Logistics Ltd., (ALL) and Inland Conware (Ludhiana) Pvt. Ltd., (ICPL(Ludhiana)) with Inland Conware Pvt. Ltd., (ICPL) as proposed between the applicant company and creditors of the applicant company.
That at least 21 clear days before the meetings 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 amalgamation, 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 a pre-paid letter posted under Certificate of posting, addressed to each of the secured creditor and unsecured creditor of the applicant company at their last known address.
That at least 21 clear days before the meetings to be held as aforesaid, notice convening the said meetings indicating the day, the date and the place and time as aforesaid be published, stating that copies of the scheme of amalgamation, the explanatory 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 and/or at its advocate's office i.e. 204, Akanksha, opp. Vadilal House, Mithakhali, Navrangpura, Ahmedabad 380 009, once each in Indian Express, English daily and Loksatta Jansatta, Gujarati daily, both Ahmedabad editions.
That Shri Yogendra Sharma, the director of the company and failing him Shri Mr. Ajay Khandelwal, Assistant Vice President of the Company and failing him, Mr. Yogesh Dalal, Manager Statutory and legal of the company shall be the chairman of the aforesaid meeting to be held on 23.12.2008 and in respect of any adjournment or adjournments thereof.
That the chairman appointed for the aforesaid meetings do issue advertisements and send out notices of the said meetings referred to above. 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 scheme or resolution, if any, proposed at the meetings by any person(s) and to ascertain the decision of the meetings on a poll.
That the quorum for the meeting of the secured creditors shall be 2 (two) authorised representatives present in person or by proxy. And quorum for the meeting of unsecured creditors shall be 5 (five) authorised representatives present in person or by proxy.
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 meetings, 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 meetings.
That the value of the vote of the creditors of the company shall be as per the books of accounts of the company and where the entries in the books are disputed, the chairman of the meetings shall determine the value for the purposes of the meetings and his decision in that behalf would be final.
That the chairman do report to this Court, the result of the said meetings within 21 days of the conclusion of the meetings and the said report shall be verified by his affidavit.
It has been pointed out that since the applicant is a wholly owned subsidiary of Mundra Port and Special Economic Zone Ltd., the said company and its nominees being the equity shareholders of the applicant company have given their consent in writing approving the scheme of amalgamation of the transferor companies with the applicant transferee company. The same are annexed herewith as Annexure D to the application. A certificate from the Chartered Accountant is also produced on record as Annexure E that confirms the status of shareholders of the applicant transferee company.
In view of this, the meeting of the equity shareholders as required to be held under the provisions of Section 391 (2) of the Companies Act, 1956 is not necessary to be held and is hereby dispensed with.
The application is hereby disposed off.
(K. A. PUJ, J.) kks Top