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COMA/441/2008 6/ 6 ORDER
IN
THE HIGH COURT OF GUJARAT AT AHMEDABAD
COMPANY
APPLICATION No. 441 of 2008
=========================================================
CORE
EMBALLAGE LIMITED - Applicant(s)
Versus
.
- Respondent(s)
=========================================================
Appearance
:
MRS
SWATI SOPARKAR for
Applicant(s) : 1,
None for Respondent(s) :
1,
=========================================================
CORAM
:
HONOURABLE
MR.JUSTICE C.K.BUCH
Date
: 08/08/2008
ORAL
ORDER
Heard
Mrs.Swati Soparkar, learned counsel appearing for the applicant.
Leave to amend as prayed for. Necessary amendment be carried out
forthwith.
Upon
the application of the abovenamed Company by summons dated 08th
August 2008, upon hearing Mrs.Swati Soparkar, learned counsel
appearing for the applicant, and upon reading the affidavit filed on
08th August 2008 in support of Judges’ summons for
direction and other relevant annexures attached in support of the
contents of the affidavit filed by the deponent (Exhibit ‘C’ being a
copy of the proposed scheme of amalgamation).
So
far as separate meetings of the Equity Shareholders, secured
creditors and unsecured creditors are concerned, it is ordered :
That
in view of the consent letters in writing having been obtained from
the sole Preference Shareholder and the Unsecured Creditors of the
company and the same being produced on record, and considering the
certificate given by a Chartered Accountant in this regard, the
meetings of the Preference Shareholder and the and the Unsecured
Loan Creditors, as required to be held under provisions of Section
391(2) of the Companies Act, 1956, are not necessary to be held and
the same are hereby dispensed with.
That
a meeting of the Secured Creditors of the applicant-Company be
convened and held at the registered office of the company at ?SCore
House??, Off. C.G. Road, Near Parimal Garden, Ellisbridge,
Ahmedabad-380 006 in the State of Gujarat, on Thursday, the 25th
day of September 2008 at 03-30 p.m., for the purpose of considering
and if thought fit, approving, with or without modifications, the
Scheme of Arrangement in the nature of de-merger and transfer of
Manufacturing Division of Core Emballage Limited to CEL Packaging
Private Limited.
That
separate meetings of the Unsecured Trade Creditors and Equity
Shareholders of the applicant-Company be convened and held at the
?SConference Hall??, Ahmedabad Textile Mills’ Association (ATMA),
Opp. National Chamber, Ashram Road, Ahmedabad-380 009, on Friday,
the 03rd day of October 2008 at 11-30 a.m., or at the
conclusion of the previous meeting whichever is later, for the
purpose of considering and if thought fit, approving with or without
modifications, the Scheme of Arrangement in the nature of de-merger
and transfer of Manufacturing Division of Core Emballage Limited to
CEL Packaging Private Limited, as proposed between the
applicant-Company and the Equity Shareholders and Creditors of the
applicant-Company.
That
at least 21 clear days before the meetings to be held as aforesaid,
a 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 pre-paid letter posted
under Certificate of Posting, addressed to each of the Equity
Shareholders, Secured Creditor and Unsecured Trade Creditor of the
applicant-Company at their last known addresses.
That
at least 21 clear days before meetings to be held as aforesaid, a
Notice convening the said meetings, indicating the day, the date,
the place and the 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 sent obtained free of charge at
the Registered Office of the applicant-Company and/or at its
Advocate’s Office i.e. 204, Akanksha, Opposite Vadilal House,
Mithakhali, Navrangpura, Ahmedabad-380 009, once each in ‘Indian
Express’, English Daily (Ahmedabad Edition) and ‘Sandesh’, Gujarati
Daily (Ahmedabad Edition).
That
Shri Rajiv S. Mehta, the Executive Director of the
applicant-Company, and failing him Shri Akshay Chandan, the Chief
Financial Officer of the applicant-Company shall be the Chairman of
the aforesaid meetings to be held respectively on 25th
September 2008 and 03rd October 2008 and in respect of
any adjournment or adjournments thereof. Shri Aditya Mehta, learned
advocate practicing in the High Court, shall attend the meetings as
an observer on the day of meetings of the Company.
That
the Chairman appointed for the aforesaid meetings do issue the
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 and Unsecured
Creditors shall be 10(Ten) members present in person or through
proxy.
And
quorum for the meetings of Secured Creditors shall be 2(Two) members
present through the authorized representatives.
That
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 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 each Shareholder and Creditor of the applicant-Company
shall be as per the records/ registers of the applicant-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 shall 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.
In
view of aforesaid, the present application is disposed of
accordingly.
(C.K.
Buch, J)
Aakar
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