Gujarat High Court
Integra vs Respondent(S) on 11 November, 2011
Author: K.M.Thaker
Bench: K.M.Thaker
Gujarat High Court Case Information System
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COMA/519/2011 6 ORDER
IN
THE HIGH COURT OF GUJARAT AT AHMEDABAD
COMPANY
APPLICATION No. 519 of
2011
=========================================================
INTEGRA
ENGINEERING INDIA LIMITED - Applicant(s)
Versus
.
- Respondent(s)
=========================================================
Appearance
:
MRS
SWATI SOPARKAR for
Applicant(s) : 1,
None for Respondent(s) :
1,
=========================================================
CORAM
:
HONOURABLE
MR.JUSTICE K.M.THAKER
Date
: 11/11/2011
ORAL
ORDER
The present application is moved by the Applicant Transferee Company in the proposed Scheme of Arrangement in nature of Amalgamation of Integra India Group Company Limited with Integra Engineering India Limited, the Applicant Transferee Company and Reorganisation of Share Capital of Integra Engineering India Limited.
Upon the application of the abovenamed company by summons dated 20th October 2011, filed under Sec. 391 to 394 read with Sections 100 to 103 of the Companies Act, 1956, upon hearing Smt. Swati Soparkar, advocate for the applicant company and upon reading of the affidavit dated 18th October 2011, filed in support of the Judges' summons for directions and other relevant annexures attached in support of the contents of the affidavit filed by the deponent, (Exhibit 'D' being a copy of the proposed scheme of Arrangement), it is ordered:-
1.
That the meeting of the sole Preference Shareholder of the company is hereby dispensed with in view of the consent letter of the said Preference Shareholder approving the proposed scheme of Arrangement including the proposed reorganization of share capital, being placed on record (Annex. 'E'), supported by the certificate of the Chartered Accountant (Annex. 'F').
2. That a meeting of the Equity Shareholders of the Applicant Company shall be convened and held at the registered office of the Applicant Company at Chandrapura Village, Taluka Halol, Dist. Panchmanhals 389 350 in the state of Gujarat on Friday, the 23rd day of December 2011, at 11.30 a.m. for the purpose of considering and if thought fit, approving with or without modifications, the proposed Scheme of Arrangement in nature of Amalgamation of Integra India Group Company Limited with Integra Engineering India Limited, the Applicant Transferee Company and Reorganisation of Share Capital of Integra Engineering India Limited, as proposed between the Applicant Company and its Equity Shareholders.
3. That at least 21 clear days before the meeting to be held as aforesaid, Notice convening the said meeting, 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 a pre-paid letter posted under Book Post, addressed to each of the Equity Shareholders of the Applicant Company, at their last known address. The said list of Equity Shareholders with their names and addresses shall be placed on record by the Applicant Company. A certificate shall be obtained from the Postal Dept. confirming the total number of dispatches so made.
4. That at least 21 clear days before the meeting to be held as aforesaid, Notice convening the said meeting indicating the day, the date, 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. 301, Shivalik-10, Opp. SBI Zonal Office, S. M. Road, Ambavadi, Ahmedabad 380 015 once each in 'The Indian Express' English daily and the other in Gujarati Daily, 'Divya Bhaskar"
Vadodara and Ahmedabad Editions.
5. Shri K. N. Shenoy, the Director of the Applicant Company, and failing him Shri Jayvant Mehta the Director of the Applicant Company shall be the Chairman of the aforesaid meeting to be held on 23rd December 2011 and in respect of any adjournment or adjournments thereof.
6. That the Chairman appointed for the aforesaid meeting do issue advertisement and send out notices of the said meeting referred to above. It is further directed, that the Chairman of the meeting 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 meeting including an amendment to the Scheme or resolution, if any proposed at the meetings by any person(s), and adjournment of the meeting to another day, if so required, and to ascertain the decision of the meeting on a poll.
7. That the quorum for the meetings shall be 15 (Fifteen) members for the said meeting of the Equity Shareholders, present in person or through proxy.
8. 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, not later than 48 hours before the said meeting.
9. That the value of the vote of each Equity shareholder of the Company shall be as per the entries in the Registers of the company and where the entries in the records or registers 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.
10. That the Chairman do report to this Court, the result of the said meeting within 21 days of the conclusion of the meeting and the said Report shall be verified by his affidavit.
11. It has been further submitted that the reorganisation of share capital of the Applicant Company is proposed as an integral part of the proposed Scheme of Arrangement. Further, the proposed reduction does not involve either diminution of liability in respect of unpaid share capital or payment to any shareholder of any paid-up share capital and the order of the Court sanctioning the Scheme shall be deemed to be an order under Section 102 of the Companies Act confirming the reduction. The special resolution that may be passed at the meeting approving the scheme by the shareholders of the Applicant Company, shall be treated as the Special Resolution as required under Sec. 100 of the Companies Act, 1956. In view of this, the procedure prescribed under Section 100 and 101(2) of the Companies Act, 1956 are hereby dispensed with.
12. It has been pointed out that the Applicant Company has received the requisite No Objection Certificate from the Bombay Stock Exchange and the same is placed on record.
13. The application is hereby disposed off.
(K.M.THAKER,J.) Suresh* Top