Gujarat High Court
Metrochem vs Respondent(S) on 27 September, 2010
Author: K.A.Puj
Bench: K.A.Puj
Gujarat High Court Case Information System
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COMA/270/2010 7/ 7 ORDER
IN
THE HIGH COURT OF GUJARAT AT AHMEDABAD
COMPANY
APPLICATION No. 270 of
2010
=========================================================
METROCHEM
INDUSTRIES LIMITED - Applicant(s)
Versus
.
- Respondent(s)
========================================================
Appearance :
MRS
SWATI SOPARKAR for
Applicant
None for
Respondent
=========================================================
CORAM
:
HONOURABLE
MR.JUSTICE K.A.PUJ
Date
: 27/09/2010
ORAL
ORDER
This is an application filed by the Applicant Transferor Company for seeking directions for convening the meetings of its Equity Shareholders and Unsecured Creditors for the purpose of considering and if thought fit, approving with or without modifications, the Scheme of Arrangement in the nature of Amalgamation of the Metrochem Industries Limited, the Applicant Company with Global Brands Limited, the Transferee Company. Upon the application of the abovenamed company by summons dated 24.9.2010, upon hearing Smt. Swati Soparkar, advocate for the applicant company and upon reading of the affidavit filed on 24.9.2010 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 'F' being a copy of the proposed scheme of amalgamation).
That separate meetings of the Equity Shareholders and Unsecured Creditors of the Applicant Company be convened and held at the registered office of the Applicant Company at 491, GIDC Phase II, Vatva, Ahmedabad 382 445 in the State of Gujarat on Thursday, the 18th day of November 2010 respectively at 11.00 a.m. and 12.00 noon, for the purpose of considering, and if thought fit, approving with or without modifications, the Scheme of Arrangement in the nature of Amalgamation of Metrochem Industries Limited with Global Brands Limited, as proposed between the Applicant Company and its Equity Shareholders and Creditors of the Applicant Company.
That at least 21 clear days before the meetings be held as aforesaid, Notice convening the said meetings, 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 Certificate of Posting, addressed to each of the Equity Shareholder and Unsecured Creditor of the Applicant Company at their last known address.
That at least 21 clear days before the meetings to be held as aforesaid, Notice convening the said meetings indicating the day, the date and 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 Indian Express, English daily and Sandesh, Gujarati daily both Ahmedabad Editions.
That Shri Sandip Bhandari, the Director of the Applicant Company, and failing him Shri Nilesh R. Desai, the Director of the Applicant Company shall be the Chairman of the aforesaid meetings to be held on 18th November 2010 and in respect of any adjournment or adjournments thereof.
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 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.
That the quorum for the meetings of the Equity Shareholders as well as that of Unsecured Creditors shall be 5 (Five) members present in person or through proxy.
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 meetings.
That the value of the vote of each shareholder and creditor of the Company shall be as per the records/registers of the Company and where the entries in the records are disputed, the Chairman of the meetings shall determine the value or number for the purposes of the meetings and his decision in that behalf would be final.
That the Chairman do report to this Court, the result of the said meetings within 21 days of the conclusion of the meetings and the said Report shall be verified by his affidavit.
If has been pointed out that the Applicant has no Secured Creditors as on date and the said contention is supported by a certificate from a Chartered Accountant and hence their approval is not required to be obtained.
It has been further pointed out that the Transferee Company, having its Registered Office in Mumbai, is in the process of submitting the necessary proceedings in the High Court of Bombay.
In view of the above, this application is accordingly disposed of.
(K.A. PUJ, J.) Pankaj Top