1. The present petition, under Section 391 read with Section 394 of the Companies Act, 1956, has been preferred by Asia Motor Works Limited, that is the Transferor Company, seeking sanction of the proposed Scheme of Arrangement, in the nature of Demerger between Asia Motor Works Limited (Demerged Company or Transferor Company) and AMW Motors Limited (the First Resulting Company) and AMW Auto Components Limited (the second Resulting Company or Transferee Company No.2). The objects for which the petitioner Company has been established, have been set out in the Memorandum of the Association and are detailed in Paragraphs-2 and 3 of the petition. It is stated in the petition that the petitioner is carrying on the business as per the objects for which it has been established, as per the Memorandum of Association that have been detailed in Paragraphs-2 and 3 of the petition. The details regarding the share-capital of the petitioner Company are mentioned in Paragraph-4, the details of AMW Motors Works Limited (the first Resulting Company or Transferee Company No.1) have been set out in Paragraphs-6, 7 and 8, whereas the details of AMW Auto Components Limited (the second Resulting Company or Transferee Company No.2) are stated in Paragraphs-9 to 11 of the petition.
2. It is stated that the present Scheme of Arrangement provides for transfer of Heavy Commercial Vehicle Division of Transferor Company to the first Resulting Company and its Auto Components Division to second Resulting Company, respectively.
3. Heard Mr.Bhavesh Choksi, learned advocate for Nanavati Associates on behalf of the petitioner. It is submitted that earlier petitioner had filed Company Application No.473 of 2011 for seeking requisite directions, inter-alia, for holding and convening the meetings of the Secured Creditors and Unsecured Creditors of the petitioner Company for the purpose of approving, with or without modification(s), the proposed Scheme. By an order dated 11th day of October, 2011, this Court, inter-alia, directed that meeting of the Secured Creditors and Unsecured Creditors of the petitioner Company be convened and held at Registered Office of the Company Office on 15.12.2011.
4. It is submitted that pursuant to the said order dated 11.10.2011, the meeting of the Secured and Unsecured Creditors of the petitioner was held on 15.12.2011, wherein the Scheme came to be approved by the Unsecured Creditors present. However, upon request by the Secured Creditors present in the meeting to adjourn the meeting, as they were in the process of reviewing the Scheme and are yet to receive internal approval for the Scheme, the meeting of the Secured Creditors came to be adjourned. Thereafter, the petitioner filed another application being Company Application No.23 of 2012 for fresh date of the meeting of Secured Creditors. This Court, vide order dated 25.01.2012, allowed the said application and ordered to convene the meeting of Secured Creditors of the petitioner Company on 22.02.2012.
5. It is further submitted that even on 22.02.2012, the Secured Creditors sought adjournment, as they had yet not received internal approval for the Scheme. As such, the meeting held on 22.02.2012 was adjourned by the Chairman of the meeting. Thereafter, the petitioner preferred Company Application No.188 of 2012, seeking fresh date of the meeting of the Secured Creditors. The said application came to be allowed on 02.05.2012 and the meeting pursuant to the said order was convened on 01.06.2012, wherein the Scheme came to be approved by the Secured Creditors present in the meeting. The Chairmen of the respective meetings have filed their reports in this Court.
6. It is further submitted that as 7 Equity Shareholders of the petitioner Company had given, in writing, their consent for approval of the proposed Scheme, the meeting of the Equity Shareholders of the petitioner Company to consider and approve the proposed Scheme of Arrangement was dispensed with and accordingly not convened and held, as directed in order dated 11.10.2011 passed in Company Application No.473 of 2011.
7. Admit.
8. Notice to the Central Government through the Regional Director, Department of Corporate Affairs, ROC Bhavan, Ankur Cross Road, Naranpura, Ahmedabad.
9. Notice of the hearing of the petition to be published in the English daily newspaper "Times of India", (Ahmedabad Edition) and the Gujarati daily newspaper "Kutch Mitra" (Bhuj Edition). Publication of the notice in the Government Gazette is dispensed with.
10. The final hearing of the petition is to be held on the 8th day of August, 2012.
(Smt.
Abhilasha Kumari, J.) rakesh/ Top