1. The applicant has taken out present application seeking the reliefs/directions as prayed for in the Judges' Summons dated 16.04.2012 supported by an affidavit of Mr.Dinesh Darji, Company Secretary of the applicant-company. The prayers are for convening fresh meeting of the Secured Creditors of the applicant-company, which came to be adjourned on 22.02.2012 on account of request for adjournment made on by the secured creditors of the applicant-company present in the said meeting. Chairman appointed by this Court for convening the said meeting dated 22.02.2012 has filed his report dated 05.03.2012 evidencing the said fact, which is produced at Annexure-IV to the application.
2. Having regard to the facts and circumstances of the case, the submissions made by Mr.Chudgar, learned counsel appearing for the applicant and details mentioned in the Chairman's report dated 05.03.2012 filed in Company Application No.23 of 2012 (Annexure-IV), it is considered appropriate to pass below mentioned order and directions:
(A) In view of the facts mentioned by the Chairman in paragraph No.5 of his report dated 05.03.2012 and considering the fact that the meeting of the secured creditors could not be convened and had to be adjourned in view of the request made on behalf of secured creditors, the applicant-company is permitted to convene fresh meeting of the secured creditors of the company for the purpose of considering and if thought fit approving with or without modification the proposed scheme of arrangement between Asia Motor Works Ltd. and AMW Auto Components Ltd.
(B) For the purpose of convening and conducting the meeting of secured creditors, Mr.G. Subramanyam and in his absence Mr.A. Ramasubramanian shall be the Chairman of the fresh meeting of the secured creditors of the applicant-company or for any further adjournment or adjournments thereof.
(C) That the meeting of the secured creditors of the applicant-company shall be convened and held at the Registered Office of the applicant-company at 34 kms. Milestone, Bhuj-Bhachau Road, Village Kaniyabe, Bhuj, District Kutch, Gujarat on Friday the 1st day of June, 2012 at 5:00 p.m., for the purpose of considering and, if thought fit, approving, with or without modification(s), the Scheme of Arrangement between Asia Motor Works Limited (AML or demerged company or transferor company) and AMW Motors Limited (AMWL or First Resulting Company or Transferee Company No.1) and AMW Auto Components Limited (AACL or Second Resulting Company or Transferee Company No.2) and their respective Shareholders and Creditors.
(D) It is also directed that at least 21(twenty-one) clear days before the said meeting of the secured creditors to be held as aforesaid, notice convening the said meeting at the place and time aforesaid, shall be sent to the secured creditors at their respective registered or last known addresses through Registered Post A.D. (E) The quorum for the said meeting of the secured creditors of the applicant-company shall be three(3) secured creditors present in person or through proxy.
(F) Voting by proxy is permitted, provided that a proxy in the prescribed form and duly signed by the person entitled to attend and vote at the aforesaid meeting or by his/its authorised representative, is filed with the applicant-company at its Registered Office at 34 km. Milestone, Bhuj-Bhachau Road, Village: Kanaiyabe, Bhuj-370 020, Dist. Kachchh, Gujarat, not later than 48 hours before the time fixed for the relevant meeting.
(G) The Chairman of the aforesaid meeting do report the result of the said meeting to this Hon'ble Court, within 14 (fourteen) days of the conclusion of the said meeting and the said report shall be verified by his affidavit.
4. This application is accordingly disposed of.
(R.M.CHHAYA, J.) Hitesh Top