Gujarat High Court
Torrent Cables Limited vs Respondent(S) on 24 February, 2015
Author: Harsha Devani
Bench: Harsha Devani
O/COMA/43/2015 ORDER
IN THE HIGH COURT OF GUJARAT AT AHMEDABAD
COMPANY APPLICATION NO.43 of 2015
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TORRENT CABLES LIMITED....Applicant(s)
Versus
......Respondent(s)
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Appearance:
MRS SWATI SOPARKAR, ADVOCATE for the Applicant(s) No.1
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CORAM: HONOURABLE MS. JUSTICE HARSHA DEVANI
Date : 24/02/2015
ORAL ORDER
1. A composite Scheme of Amalgamation of two group companies namely, Torrent Energy Limited and Torrent Cables Limited with Torrent Power Limited, the Transferee Company is proposed under sections 391 to 394 of the Companies Act, 1956.
2. In this regard, the present application is filed by Torrent Cables Limited, the applicant Transferor Company-2. In the Judges' Summons taken out dated 20th February, 2015, it is prayed for seeking directions for convening separate meetings of Equity Shareholders, Secured Creditors and Unsecured Creditors of the applicant Company, for the purpose of considering and approving the proposed scheme of arrangement.
3. Heard Mrs. Swati Soparkar, learned advocate for the applicant Company. In the facts and circumstances, the Page 1 of 5 O/COMA/43/2015 ORDER following directions are issued in this connection:
4. That separate meetings of the Equity Shareholders and Unsecured Creditors of the applicant Company shall be convened and held at the J.B. Auditorium, Torrent-AMA Centre, Ahmedabad Management Association, ATIRA, Dr. Vikram Sarabhai Marg, Ahmedabad 380 015, in the State of Gujarat on Thursday, the 30th day of April, 2015 respectively at 2.00 p.m. and 4.30 p.m., for the purpose of considering and if thought fit, approving with or without modifications, the proposed Composite Scheme of Amalgamation of Torrent Cables Limited, the applicant Transferor Company-2 with Torrent Power Limited, the Transferee Company; as proposed between the company and its Equity Shareholders and Unsecured Creditors.
5. That a meeting of the Secured Creditors of the applicant Company shall be convened and held at the registered office of the applicant Company at Torrent House, Off Ashram Road, Ahmedabad - 380 009, in the State of Gujarat on Friday, the 1st day of May, 2015 at 10.30 a.m., for the purpose of considering and if thought fit, approving with or without modifications, the proposed Composite Scheme of Amalgamation of Torrent Energy Limited, the applicant Transferor Company-1 with Torrent Power Limited, the Transferee Company; as proposed between the company and its Secured Creditors.
6. That at least 21 clear days before the meetings to be held as aforesaid, Notice convening the said meetings, indicating the day, the date, the place and the time as Page 2 of 5 O/COMA/43/2015 ORDER 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 Shareholder, Secured Creditor and Unsecured Creditor of the applicant Company, at their last known address. The complete lists of Equity Shareholders, secured creditors and unsecured creditors to whom the service of notice is effected, with their names and addresses shall be placed on record by the applicant Company. A certificate shall be obtained from the Postal Department confirming the total number of dispatches so made.
7. That at least 21 clear days before the meetings to be held as aforesaid, Notice convening the said meetings indicating the day, the date, the place and time as aforesaid be published, stating that copies of the Scheme of Arrangement, 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 English daily 'Times of India' and the other in Gujarati dailies 'Gujarat Samachar' and 'Sandesh', Ahmedabad Editions.
8. Shri Rohit C. Mehta, the Chairman of the applicant Company, and failing him Shri Vasant A. Shah, Director of the applicant Company, and failing him Shri Raghu Parakh, Director & CEO of the applicant Company, shall be the Page 3 of 5 O/COMA/43/2015 ORDER Chairman of the aforesaid meetings to be held respectively on 30th April, 2015 and 1st May, 2015 and in respect of any adjournment or adjournments thereof.
9. 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 adjournment of the meetings, and/or 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.
10. That the quorum for the said meetings shall be 15 (Fifteen) for the meeting of the Equity Shareholders, 1 (One) for the meeting of the Secured Creditors and 5 (Five) for the meeting of the Unsecured Creditors of persons present in person, or through authorized representative or through proxy.
11. 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 meeting.
12 That the value of the vote of each shareholder of the Company shall be as per the records of the applicant Company and that of each creditor of the Company shall be as Page 4 of 5 O/COMA/43/2015 ORDER per the entries in the books of accounts of the applicant Company and where the entries in the records 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.
13. The attention of the court is drawn to the contention taken vide Para 9 of the affidavit in support of the Judges' Summons. Since the applicant Company is a listed public limited company, the requisite approval from the concerned stock exchange has been placed on record as Exhibit 'E'. Further, it has been pointed out that the compliance of clause 5.16(a) of the SEBI circulars dated 4 th February, 2013 and 21 st May, 2013 is applicable to the applicant Company and it is obligatory to obtain the approval from the public shareholders through e-voting and postal ballot. Hence, in addition to the above, the applicant shall take necessary steps for and follow the requisite procedure for postal ballot and e-voting for the approval of the scheme from its public shareholders in compliance with the aforesaid SEBI circulars.
14. That the Chairman appointed for the meetings do report to this Court, the result of the said meetings within 40 days of the conclusion of the meetings and the said Report shall be verified by his affidavit. Further, the said report shall also include the result of the postal ballot and e-voting as referred in para 13 hereinabove.
15. The application is hereby disposed of.
( Harsha Devani, J. ) hki Page 5 of 5