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COMA/99/2010 4/ 5 ORDER
IN
THE HIGH COURT OF GUJARAT AT AHMEDABAD
COMPANY
APPLICATION No. 99 of 2010
======================================
PREM
UDYOG PRIVATE LIMITED - Applicant
Versus
.
- Respondent
======================================
Appearance :
MR
HARMISH K SHAH for the Applicant.
None for the
Respondent.
======================================
CORAM
:
HONOURABLE
MR.JUSTICE M.R. SHAH
Date
: 16/04/2010
ORAL
ORDER
1. The
present application is filed under Section 391 of the Companies
Act,1956, by the applicant Company for proposed amalgamation of
applicant Company with Prem Conductors Private Limited.
2. This
application has been taken out by the applicant Prem Udyog
Private Limited (Transferor Company) for an appropriate order of
dispensation of the meeting of the Equity Shareholders and convening
the meetings of Secured Creditors and Unsecured Creditors of an
amount of Rs.10,000/- and above of the applicant Company for the
purpose of considering and if thought fit approving with or without
modification the proposed scheme of amalgamation amalgamating
Applicant company, the Transferor Company with the Prem Conductors
Private Limited.
3. It
has been submitted that the applicant is a closely held Private
Limited Company and all its Equity Shareholders have given their
written consent to approve the proposed scheme of Arrangement. All
the said consent letters are placed on record as Annexure-D at page
28 to 47 of the said application. Further, a certificate issued by
the Chartered Accountant has confirmed the list of shareholders as
per the register of members of the company. The said certificate is
also placed on record as Annexure-D at page 27. It has been prayed
that in view of the consent letters from all the Equity Shareholders
being placed on record, the meeting of the Equity Shareholders of the
applicant be dispensed with.
4. Considering
the facts and circumstances and going through the consent letters as
well as the certificate of the Chartered Accountant in this regard,
the meeting of the Equity Shareholders is hereby dispensed with.
IT
IS FURTHER ORDERED :
[1] That
the meeting of the Secured Creditors of the applicant-Company shall
be convened and held at its Registered Office of Transferor Company
situated at 211, New Cloth Market, Ahmedabad on 22nd
May,2010 at 2-00 PM for the purpose of considering and if thought fit
approving with or without modification the compromise or arrangement
proposed to be made between the Prem Conductors Private Limited and
the applicant company, after giving notice in accordance with the
provisions of Sections 391 and 393 of the Companies Act,1956.
[2] That
the meeting of the Unsecured Creditors of an amount of Rs.10,000/-
and above of the applicant-Company shall be convened and held at its
Registered Office situated at 211, New Cloth Market, Ahmedabad on
22nd May,2010 at 3.00 P.M. for the purpose of considering
and if thought fit approving with or without modification the
compromise or arrangement proposed to be made between the Prem
Conductors Private Limited and applicant company Prem Udyog
Private Limited., after giving notice in accordance with the
provisions of sections 391 and 393 of the Companies Act,1956.
[3] At
least 21 clear days before the meetings be held as aforesaid, Notice
convening the said meetings, including 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 Secured Creditors and Unsecured
Creditors of an amount of Rs.10,000/- and above of the applicant
Company at their last known addresses.
[4] 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 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 its Advocate’s office i.e. 402,
Panchdeep Complex, Mayur Colony, Ahmedabad 380 009, once each in
Indian Express, English daily (Ahmedabad Edition) and Sandesh,
Gujarati daily (Ahmedabad Edition).
[5] Mr.G.J.Jadeja,
Deputy Registrar, High Court of Gujarat, and in case of failing
him, Mr.J.N.MARTINS, Assistant Registrar, High Court of
Gujarat, shall be the Chairman of the aforesaid meetings and in
respect of any adjournment or adjournments thereof.
[6] 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 if required and 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.
[7] The
quorum of the meeting of Secured Creditors shall be 1(one) and
Unsecured Creditors shall be 5 (five) persons present in person or
through proxy.
[8] 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 authorized representatives, is filed
with the applicant Company at its registered office not later than 48
hours before the said meetings.
[9] That
the value of the vote of each creditor of the Company shall be the
amount as per the books of accounts of the 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.
[10] 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.
[11] The
applicant Company to deposit an amount of Rs.7,500/- with the
registry of this Court within a period of Ten days at the first
instance towards the probable cost/ fee of the Chairman.
[M.R.SHAH,J]
*dipti
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