1. Leave to amend to fill in the blank of para-1 of the judgment summons.
2. The applicant has taken out present application seeking below mentioned reliefs/directions and for that purpose the judgment summons dated 19/01/2012 has been taken out.
"(a) That Your Lordships may be pleased to condone the delay of 21 days in filing the fresh and corrected Chairman's Report for the meetings of the Secured and Unsecured Creditors of the Applicant Company held on 15.12.2011 in view of the facts and averments stated in the Affidavit in support of the present Judges' Summons.
(b) AND THAT Your Lordships may be pleased to direct the Registry to accept and take on record the present proceedings the fresh and corrected Chairman's Report dated 13.01.2012 (affirmed on 13.01.2012) for the meetings of the Secured and Unsecured Creditors of the Applicant Company held on 15.12.2011.
(c) AND THAT in view of the adjournment of the meeting of Secured Creditors of the Applicant Company (AMW), at the request of the Secured Creditors on 15.12.2011 and in view of the Report of Chairman, Mr. T. S. Narayanasami filed in the Company Application No.473 of 2011 and pursuant to the order dated 11.10.2011 passed by this Hon'ble Court, a fresh date of meeting of secured creditors of AMW, for the purpose of considering, and if thought fit, approving with or without modifications, 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, may kindly be fixed.
(d) AND THAT directions may be given as to the method of convening, holding and conducting the said meeting of the Secured Creditors and as to the notices to be issued in this behalf;
(e) AND THAT Mr. T. S. Narayanasami and / or Mr. S. V. Venkatesan appointed by this Hon'ble Court, pursuant to order dated 11.10.2011, be relieved as the Chairman and in lieu of them, Mr. G. Subramanyam and in his absence, Mr. A. Ramasubramanian be appointed as Chairman of the aforesaid meeting of the Secured Creditors of the Applicant Company and in respect of any adjournment(s) thereof.
(f) AND THAT a quorum for the meeting may be fixed and procedure for voting at the meeting, including voting by proxy, may be laid down."
3. Having regard to the facts and circumstances of the case and the submissions, learned advocate Mr. Chudgar appearing for the applicant and details mentioned in the chairman's report dated 13/01/2012, it is considered appropriate to pass below mentioned order and directions:
(A) The delay caused in filing the Chairman's report (after correcting the errors) of the Chairman of the meeting held on 15/12/2011 i.e. delay of 21 days, is, in the facts and in view of the circumstances of the case and explanation given by the Chairman, condoned and the Registry is directed to accept the said corrected report dated 13/01/2012.
(B) In view of the facts mentioned by the Chairman in para-5 of his report dated 13/01/2012 and considering the fact that the meeting of the secured creditor 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 between Asia Motor Works Ltd. and AMW Auto Components Ltd.
(C) 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 meeting of the secured creditors of the company.
(D) 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, Gujart on Wednesday, the 22nd day of February, 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.
(E) It is also directed that at lease 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.
(F) The quorum for the said meeting of the Secured Creditors of the Applicant Company shall be three secured creditors present in person or through proxy.
(G) 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.
(h) 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.
(K.M.THAKER, J.) (ila) Top