1. The present application is filed under Section 391 read with section 394 of the Companies Act,1956, by the applicant Company for proposed amalgamation of applicant Company with Prince Pipes and Fittings Private Limited.
2. This application has been taken out by the applicant Kenson Manufacture Private Limited (Transferor Company) for an appropriate order of dispensation of the meeting of the Equity Shareholders and convening the meetings of 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 Prince Pipes and Fittings 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 89 to 107 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 87. 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 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 Somnath College Road,Bhuj-Kutch,in the state of Gujarat on 6th June,2011 at 11.00 A.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 Prince Pipes Private Limited and applicant company Kenson Manufacture Private Limited., after giving notice in accordance with the provisions of sections 391 and 393 of the Companies Act,1956.
[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 Unsecured Creditors of an amount of Rs.10,000/- and above 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. 402, Panchdeep Complex, Mayur Colony, Ahmedabad 380 009, once each in Times of India, English daily (Ahmedabad Edition) and Kutchmitra, Gujarati daily (Kutch Edition).
[4] Mr_Nayan Dhirajlal Bauwa, representative of the company and in case of failing him,Mr Parag Jayant Chheda director of the company , 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 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 not later than 48 hours before the said meetings.
[8] 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.
[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] The applicant and transferee company being closely held and having no such public interest involved and therefore publication of the notice in the government gazette is dispensed with.
The application is disposed off accordingly.
(ANANT S. DAVE, J.) (swamy) Top