Texspin vs Unknown on 12 April, 2010

Gujarat High Court
Texspin vs Unknown on 12 April, 2010
Author: M.R. Shah,&Nbsp;
   Gujarat High Court Case Information System 







COMA/91/2010	 5/ 7	ORDER 










APPLICATION No. 91 of 2010







- Respondent(s)

Applicant(s) : 1, 
None for Respondent(s) :







: 12/04/2010 



present application is filed under section 391 to 394 read with
sections 100 to 104 of the Companies Act, 1956, by the applicant
Company for de-merger and transfer of its treasury Division to RMP
Bearings Limited and simultaneous de-merger and transfer of the
treasury division to RMP Bearings Limited to the applicant Company.
Hence, the applicant is a de-merged company for de-merged
undertaking No.1 and it is Resulting company for the de-merged
undertaking No.2, as defined in the proposed scheme of Arrangement.
The scheme also envisages the consequential Reduction of Capital of
both the companies.

has been submitted that the applicant is a closely held public
limited company and all its Equity Shareholders have given their
written consent to approve the proposed scheme of Arrangement
including the proposed Reduction of its capital. All the said
consent letters are placed on record as Annexure-D at page 50 to 58
of the said application. Further, a certificate issued by the
Chartered Accountant has confirmed the list of shareholders as per
the register of the company and has also confirmed that all the
shareholders of the companies has given the requisite approval to
the said scheme. The said certificate is also placed on record as
Annexure-E at page 59. 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.

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.
Upon the application of the abovenamed company by summons
dtd.29/3/2010, and upon hearing Smt.Swati Soparkar, learned advocate
for the applicant company and upon reading the affidavit
dtd.26/3/2010, filed in support of Judges’ Summons for directions
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 Composite scheme of Arrangement).


[1] That
separate meetings of the Secured Creditors as well as the Unsecured
Creditors of the applicant Company be convened and held at the
registered office of the Company at B-804, Shapath-IV, Opp.Karnavati
Club, Sarkhej Gandhinagar Highway, Ahmedabad 380 051 on Tuesday, the
1st day of June 2010 respectively at 10.00 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 simultaneous De-merger and transfer of Treasury
Division of the Applicant Company to RMP Bearings Limited and
de-merger and Transfer of RMP Bearings Limited to the applicant
Company, as proposed between the applicant Company and the Creditors
of the Applicant Company.

[2] 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 the Secured Creditors and Unsecured
Creditors of the applicant Company at their last known addresses.

[3] 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. 301,
Shivalik-10, Opp.SBI Zonal Office, S.M. Road, Ambavadi, Ahmedabad 380
015, once each in Indian Express, English daily (Ahmedabad Edition)
and Sandesh, Gujarati daily (Ahmedabad Edition).

[4] Mr.J.N.

Martins, Assistant Registrar, High Court of Gujarat, and in case of
failing him, Mr.G.J. Jadeja, Deputy Registrar, High Court of
Gujarat, shall be the Chairman of the aforesaid meetings and in
respect of any adjournment or adjournments thereof.

[5] 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.

[6] The
quorum of the meeting of the Secured Creditors shall be 2 (two) and
for the meetings of Unsecured Creditors shall be 5 (five) persons
present in person or through proxy.

[7] 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 at Ahmedabad, nor
later than 48 hours before the said meetings.

[8] That
the value of the vote of each creditor of the Company shall be 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 or number for the purposes of the meetings and his decision
in that behalf would be final.

[9] 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.

[10] Further,
considering that the consequential Reduction of Equity Share Capital
of the applicant Company is proposed as an integral part of the
scheme and the proposed reduction does not involve either diminution
of liability in respect of unpaid share capital or payment to any
shareholder of any paid up share capital, the procedure prescribed in
section 101(2) shall not apply and hence, the procedure prescribed
under rule 48 to 65 of the Companies (Court) Rules 1959, is hereby
dispensed with.

[11] The
applicant Company to deposit an amount of Rs.10,000 (Rupees Ten
Thousand only) with the registry of this Court within a period of Ten
days at the first instance towards the probable cost/fee of the






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