Gujarat High Court
Gea Pharma Systems(India)Private ... vs Respondent(S) on 23 December, 2015
Author: Abhilasha Kumari
Bench: Abhilasha Kumari
O/COMA/390/2015 ORDER
IN THE HIGH COURT OF GUJARAT AT AHMEDABAD
COMPANY APPLICATION NO. 390 of 2015
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GEA PHARMA SYSTEMS(INDIA)PRIVATE LIMITED(GPSIN)....Applicant(s)
Versus
......Respondent(s)
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Appearance:
MR DHARMESH V SHAH, ADVOCATE for the Applicant(s) No. 1
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CORAM: HONOURABLE SMT. JUSTICE ABHILASHA
KUMARI
Date : 23/12/2015
ORAL ORDER
1. A Scheme of Arrangement, in the nature of Amalgamation of GEA Process Engineering (India) Private Limited (GPIN) ("the Transferee Company") merger with GEA Pharma Systems (India) Private Limited (GPSIN) ("the Transferor Company") the applicant Company is proposed under Sections391 to 394, read with Sections100 to 103 of the Companies Act, 1956 ("the Act", for short).
2. In this regard, the present application is filed by the applicant GEA Pharma Systems (India) Private Limited (GSPIN) ("the Transferor Company") for merger with GEA Process Engineering (India) Private Limited Page 1 of 8 HC-NIC Page 1 of 8 Created On Thu Dec 24 02:36:53 IST 2015 O/COMA/390/2015 ORDER (GPIN) ("the Transferee Company") with the prayers in the Judges' Summons, as below.
(a) That a meeting of the Equity Shareholders and sole Secured Creditor of the applicant Company be dispensed with as per consent at AnnexureD for the purpose of considering and if thought fit, approving with or without modification(s), the proposed Scheme of Amalgamation of GEA Pharma Systems (India) Limited (GPSIN) ("the Transferor Company") merger with GEA Process Engineering (India) Private Limited (GPIN) ("the Transferee Company) may be dispensed with.
(b) That the meeting of the Unsecured Creditors of the applicant Company be dispensed as per consent at AnnexureE for the purpose of considering and if thought fit, approving with or without modification(s), the proposed Scheme of Amalgamation of GEA Pharma Systems (India) Private Limited (GPSIN) ("the Transferor Company") merger with GEA Process Engineering (India) Private Page 2 of 8 HC-NIC Page 2 of 8 Created On Thu Dec 24 02:36:53 IST 2015 O/COMA/390/2015 ORDER Limited (GPIN) ("the Transferee Company") may be dispensed with.
(c) That leave may be granted to the applicant Company to present a petition for sanction of the Scheme of Amalgamation of the applicant Company with the Transferee Company.
3. Heard Mr.Dharmesh V. Shah, learned advocate for the applicant.
3.1 It is submitted that the Shareholders and the sole Secured Creditor of the applicant Company have approved the Scheme in the form of written consent letters. All these consent letters are annexed at AnnexureD (Page Nos.32, 32A and 32B). 3.2 It is further submitted that out of 221 Unsecured Creditors, 177 Unsecured Creditors of the applicant Company have approved the Scheme in the form of written consent letters. All these consent letters are annexed at AnenxureE (Page Nos.33 to 207). The applicant, therefore, prays that the requirement of convening and holding the meeting of the Shareholders Page 3 of 8 HC-NIC Page 3 of 8 Created On Thu Dec 24 02:36:53 IST 2015 O/COMA/390/2015 ORDER and Creditors of the applicant Companies may be dispensed with.
4. Considering the above facts and circumstances and the submissions advanced by the learned advocate for the petitioner, and looking to the consent letters produced at page Nos.32, 32A and 32B at AnnexureD of the application, the meetings of the Shareholders and the sole Secured Creditor of the applicant Company are not necessary and the said meetings of the Shareholders and sole Secured Creditor, are hereby dispensed with.
5. A meeting of the Unsecured Creditors of the applicant Company shall be convened and held at the registered office of the petitioner Company at Block No.08, PhaseB, Village Dumad, Savli Road, Vadodara 391740, in the State of Gujarat on Saturday, the 23rd day of January, 2016 at 1.00 p.m. (13.00 hours), for the purpose of considering, and if thought fit approving, with or without modification, the Scheme of merger of the applicant Company and their respective Unsecured Creditors.
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O/COMA/390/2015 ORDER
6. At least 21 clear days before the day appointed for the meeting 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 Scheme of Merger, the statement required to be furnished pursuant to Section393 of the Companies Act, 1956 and Form of Proxy can be obtained free of charge at the registered office of the applicant Company, be inserted once in English daily newspaper "Indian Express" and the Gujarati daily newspaper "Jansatta", both Vadodara editions. Publication of the advertisement in the Gujarat Government Gazette is dispensed with.
7. In addition, at least 21 clear days before the date of the meetings to be held as aforesaid, a notice convening the said meetings, indicating the day, the date, the place and time aforesaid, together with a copy of the said Scheme of Merger, a copy of the statement required to be furnished pursuant to Section393 of the Companies Act, 1956 and the prescribed Form of Proxy, shall be sent by prepaid letter post under Certificate of Posting addressed to Page 5 of 8 HC-NIC Page 5 of 8 Created On Thu Dec 24 02:36:53 IST 2015 O/COMA/390/2015 ORDER each of the Unsecured Creditors of the applicant Company at their respective registered or last known addresses of the applicant Company with reference to the list of persons appearing on the record of the applicant Company. Publication of the advertisement in the Gujarat Government Gazette is dispensed with.
8. 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.
9. Mr.Kashyap Upadhyay, Director of the applicant Company and, in his absence, Mr.Ninad Raje, Director of the applicant Company, shall be the Chairman of the aforesaid meeting to be held on Saturday, the 23rd day of January, 2016 and in respect of any adjournment or adjournments thereof.
10. The Chairman appointed for the aforesaid meeting shall issue the notices of the meetings referred to above. The Chairman is free to avail of the services of the applicant Company or their offices or servants Page 6 of 8 HC-NIC Page 6 of 8 Created On Thu Dec 24 02:36:53 IST 2015 O/COMA/390/2015 ORDER or agents or any other agency for carrying out the said directions. 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 the conduct of meeting, including an amendment to the aforesaid Scheme of Merger or resolutions, if any, proposed at the aforesaid meeting by any persons and to ascertain the decision of the aforesaid meetings on the poll.
11. The quorum for the said meeting of the Unsecured Creditors shall be five persons in person.
12. 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, not later than 48 hours before the respective meetings.
13. The value of each Unsecured Creditor shall be in accordance with the books of the applicant Company and Page 7 of 8 HC-NIC Page 7 of 8 Created On Thu Dec 24 02:36:53 IST 2015 O/COMA/390/2015 ORDER 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.
14. It is further directed that the Chairman do report to this Court the result of the said meeting within 14 days from the conclusion of the meetings, and the said report shall be verified by his affidavit.
15. The application stands disposed of.
(SMT. ABHILASHA KUMARI, J.) Gaurav+ Page 8 of 8 HC-NIC Page 8 of 8 Created On Thu Dec 24 02:36:53 IST 2015