Gujarat High Court
Metrochem vs Respondent(S) on 23 October, 2008
Author: K.A.Puj
Bench: K.A.Puj
Gujarat High Court Case Information System
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COMA/562/2008 1/ 7 ORDER
IN
THE HIGH COURT OF GUJARAT AT AHMEDABAD
COMPANY
APPLICATION No. 562 of 2008
In
COMPANY
PETITION No. 22 of
2008
=========================================================
METROCHEM
INDUSTRIES LIMITED - Applicant(s)
Versus
.
- Respondent(s)
=========================================================
Appearance
:
MR.
S.N.SOPARKAR, SENIOR ADVOCATE with MR. SANDEEP SINGHI, FOR SINGHI
& CO for
Applicant(s) : 1,
None for Respondent(s) :
1,
=========================================================
CORAM
:
HONOURABLE
MR.JUSTICE K.A.PUJ
Date
: 23/10/2008
ORAL
ORDER
Heard Senior Advocate, Mr. S.N.Soparkar with Mr. Sandeep Singhi, appearing for the Applicant Company.
In this Company Application the Applicant has prayed for holding separate meetings of the equity shareholders, secured creditors and unsecured creditors of the Applicant Company for the purpose of considering and approving the modifications proposed to the Scheme, which is duly approved by the equity shareholders, secured creditors and unsecured creditors at their meetings held respectively on 5th January 2008 and which is pending sanction of this Court and thereby to approve with or without modification, the arrangement embodied in the Modified Scheme of Arrangement between Metrochem Industries Limited and Baroda Textile Effects Limited and their respective shareholders and creditors and for issuing appropriate directions incidental for holding of such meetings.
Upon hearing Senior Advocate Mr.S.N.Soparkar and upon perusal of the Application and the supporting Affidavit dated 21.10.2008 filed by Shri Nitin Shantilal Shah and the Annexures referred to therein (Annexure-C being the copy of the Modified Scheme of Arrangement), it is directed as under.
A meeting of the equity shareholders of the Applicant Company shall be convened and held at the registered office of the Applicant Company at Village Umraya, Taluka Padra, District Baroda ? 391 440, Gujarat, on Saturday, the 27th day of December, 2008 at 11.00 a.m. (1100 hours) for the purpose of considering and approving the modifications proposed to the scheme, which is duly approved by the equity shareholders, secured creditors and unsecured creditors at their meetings held respectively on 5th January 2008 and which is pending sanction of this Court and thereby to approve with or without modification, the arrangement embodied in the Modified Scheme of Arrangement between Metrochem Industries Limited and Baroda Textile Effects Limited and their respective shareholders and creditors.
A meeting of the secured creditors of the Applicant shall be convened and held at the registered office of the Applicant Company at village Umraya, Taluka Padra, District Baroda ? 391 440, Gujarat, on Saturday, the 27th day of December, 2008 at 12.00 noon (1200 hours) or immediately after the conclusion of the meeting of the equity shareholders of the Applicant Company (whichever is later) for the purpose of considering and approving the modifications proposed to the scheme, which is duly approved by the equity shareholders, secured creditors and unsecured creditors at their meetings held respectively on 5th January 2008 and which is pending sanction of this Court, and thereby to approve with or without modification, the arrangement embodied in the Modified Scheme of Arrangement between Metrochem Industries Limited and Baroda Textile Effects Limited and their respective shareholders and creditors.
A meeting of the unsecured creditors of the Applicant Company shall be convened and held at the registered office of the Applicant Company at village Umraya, Taluka Padra, District Baroda ? 391 440, Gujarat on Saturday, the 27th day of December 2008 at 2.00 p.m. (1400 hours) or immediately after the conclusion of the meeting of the secured creditors of the Applicant Company (whichever is later) for the purpose of considering and approving the modifications proposed to the Scheme, which is duly approved by the equity shareholders, secured creditors and unsecured creditors at their meetings held respectively on 5th January 2008 and which is pending sanction of this Court, and thereby to approve with or without modification, the arrangement embodied in the Modified Scheme of Arrangement between Metrochem Industries Limited and Baroda Textile Effects Limited and their respective shareholders and creditors.
Atleast 21 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 Modified 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 Advocate, i.e. M/s. Singhi & Co., 7-8 Premchand House Annexe, Ashram Road, High Court Way, Ahmedabad ? 380 009, be inserted once in Indian Express, Ahmedabad Edition and Sandesh, Ahmedabad Edition. Publication of the advertisement in Gujarat Government Gazette is dispensed with.
In addition, atleast 21 clear days before the date of the meetings to be held at aforesaid, a notice convening the said meetings, indicating the day, the date, the place and time aforesaid, together with a copy of the said Modified Scheme of Arrangement, a copy of the said Modified 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 letter post under Certificate of Posting addressed to each of the equity shareholders, secured creditors and unsecured creditors 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 31.10.2008. The notice shall be sent to the secured creditors and unsecured creditors of the Applicant Company with reference to the list of persons appearing on the record of the Applicant Company as on 31.10.2008.
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.
Mr. Sudhir N. Doshi, the Director of the Applicant Company and in his absence, Mr.Sandip S.Bhandari, the Director of the Applicant Company, shall be the Chairman of the aforesaid meetings to be held on Saturday, the 27th day of December, 2008 and in respect of any adjournment or adjournments thereof.
The Chairman appointed for the aforesaid meetings do issue the advertisement and send out the notices of the meetings referred to above. The Chairman are 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 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 aforesaid Modified 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.
The quorum for the meeting of the equity shareholders shall be 5 persons present in person. The quorum for the meeting of the secured creditors shall be 2 persons present in person and that the quorum for the meeting of the unsecured creditors shall be 5 persons present in person.
The voting by proxy be permitted, provided that the proxy in the prescribed form duly signed by the person entitled to attend and vote at the meeting, is filed with the Applicant Company at its registered office at village Umraya, Taluka Padra, District Baroda ? 391 440, Gujarat, not later than 48 hours before the respective meetings.
The value of each equity shareholders, secured creditors and unsecured creditors 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 meeting and his decision in that behalf shall be final.
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.
This Company Application is disposed of accordingly.
(K.A.Puj,J) Jayanti* Top