Gujarat High Court
Digjam vs Respondent(S) on 4 May, 2012
Author: R.M.Chhaya
Bench: R.M.Chhaya
Gujarat High Court Case Information System
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COMP/62/2012 4/ 4 ORDER
IN
THE HIGH COURT OF GUJARAT AT AHMEDABAD
COMPANY
PETITION No. 62 of 2012
In
COMPANY
APPLICATION No. 93 of 2012
=========================================================
DIGJAM
LIMITED - Petitioner(s)
Versus
.
- Respondent(s)
=========================================================
Appearance
:
MR
SN SOPARKAR, SENIOR ADVOCATE with MS SHRADDHA SHETH for SINGHI &
CO for
Petitioner(s) : 1,
MR YV WAGHELA for Respondent(s) :
1,
=========================================================
CORAM
:
HONOURABLE
MR.JUSTICE R.M.CHHAYA
Date
: 04/05/2012
ORAL
ORDER
1. Heard learned Senior Advocate Mr. S.N. Soparkar with learned advocate Ms. Shraddha Sheth for Singhi & Company for the petitioner and Mr. Y.V. Waghela, learned Central Government Counsel for the respondent.
2. This petition is filed by Digjam Limited, the petitioner Company, for sanction of the Scheme of Arrangement between Digjam Limited and its shareholders (Scheme).
3. The petitioner Company had filed an application in this Court being Company Application No.93 of 2012 for requisite directions for convening and holding of the meeting of the Equity Shareholders (alongwith Preference Shareholders having voting rights in terms of Section 87 of the Companies Act, 1956) of the petitioner Company. The petitioner Company had also prayed for dispensing with the separate meeting of the Preference Shareholders in view of the consent affidavits to the Scheme received from all the Preference Shareholders of the petitioner Company. The petitioner Company had also prayed for dispensing with meeting of the creditors in light of the fact that the rights and interest of the creditors are not affected by the Scheme. It was also submitted that under the Scheme, no compromise is offered to any of the creditors of the petitioner Company and neither any liability of the creditors under the Scheme is being reduced or extinguished. The petitioner Company had also prayed for dispensing with the separate procedure to be followed under the provisions of the Companies Act, 1956 for the purpose of reduction of Preference Share Capital as the same forms an integral part of the Scheme itself and that no meetings of the creditors of the petitioner Company are required to be called for considering the said reduction of Preference Share Capital. This Court, vide its order dated 7.3.2012 and 16.3.2012 in Company Application No.93 of 2012, had directed convening and holding the meeting of the Equity Shareholders (alongwith Preference Shareholders having voting rights in terms of Section 87 of the Companies Act, 1956) of the petitioner Company. This Court vide its aforesaid order dated 7.3.2012 dispensed with the convening and holding of the separate meeting of the Preference Shareholders of the petitioner Company, the holding of the meetings of the creditors of the petitioner Company and separate procedure to be followed for reduction of Preference Share Capital as the same is part and parcel of the Scheme.
4. Pursuant to the convening of the meeting of the Equity Shareholders (alongwith Preference Shareholders having voting rights in terms of Section 87 of the Companies Act, 1956) of the petitioner Company, the Scheme was approved unanimously by the Equity Shareholders/Preference Shareholders of the petitioner Company. The petitioner Company filed report of the Chairman dated 11.4.2012 to the said effect.
5. The petitioner Company thereafter filed Company Petition No.62 of 2012 seeking sanction of the Scheme. This Court by its order dated 13.4.2012 admitted the aforesaid Company Petition and directed issuance of notice to the Regional Director. This Court also directed publication of notice of petition in "Indian Express", Ahmedabad Edition and in "Sandesh", Ahmedabad Edition and Rajkot Edition.
6. Pursuant to the order dated 13.4.2012, the petitioner Company has published the notice of hearing of the petition in "Indian Express", Ahmedabad Edition and in "Sandesh", Ahmedabad Edition and Rajkot Edition all on 18.4.2012. The affidavit has been filed on behalf of the petitioner Company dated 20.4.2012 confirming the publication of the notice in the newspapers as directed and also the notice of hearing of the petition served upon the Regional Director.
7. Pursuant to the notice issued by this Court, the Regional Director has appeared through Mr. Y.V. Waghela, learned Central Government Counsel. The Regional Director has filed an affidavit dated 3.5.2012 and has inter-alia stated that "......there appears no objection to the proposed scheme of arrangement between the petitioner Company and its shareholders as per the Scheme and the scheme does not prima-facie appear to be prejudicial to the interest of the shareholders of the petitioner Company and the public at large." Mr. Waghela also submitted that considering the affidavit, there is no objection if the Scheme of Arrangement is sanctioned.
8. After hearing the parties and considering the facts and circumstances of the case, there exist no grounds or circumstances to refuse grant of approval to the Scheme of Arrangement. On perusal of the Scheme of Arrangement and the proceedings, it appears that the requirement of the provisions of Sections 391 to 393 of the Companies Act, 1956 are satisfied. The Scheme of Arrangement is genuine and bonafide and in the interest of the shareholders. Therefore, the Company Petition deserves to be allowed and the Scheme of Arrangement deserves to be approved. The Scheme of Arrangement is hereby sanctioned. Prayers made in the Company Petition are hereby granted.
9. The petition is allowed accordingly. Fees of Mr. Y.V. Waghela, learned Central Government Counsel is quantified at Rs.7,500/-. The said fees would be paid by the petitioner Company.
[R.M.CHHAYA, J.] mrpandya Top