1. The applicant Oracle Granito Limited is the Demerged/Transferee Company in the Scheme of Arrangement in the nature of Demerger of Unit-II of Oracle Granito Limited into Riwasa Tiles Private Limited and Amalgamation of Robinson Exim & Finance Limited with Oracle Granito Limited. The applicant company has filed the present application seeking directions to dispense with the meeting of Equity Shareholders and convene the meetings of Secured Creditors and Unsecured Creditors of the applicant company.
2. The applicant submits that all the equity shareholders of the applicant company have given their consents approving the Composite Scheme of Arrangement and waiving their right to hold the meeting. The Shareholders have also given their consent to the Scheme. The applicant has produced list of shareholders at Annexure-D, Page 129 to 132 and the consent letters are produced at Pages 133 to 241. The applicant has also produced certificate (Pg. 242) of M/s. Sunil Poddar & Co., Chartered Accountants dated 16.4.2012 confirming that the consent letters of the Equity Shareholders as produced along with the list confirm with the records and that all the Equity Shareholders have given their consents approving the Scheme of Arrangement.
3. Upon the application of the above named company by summons dated the 4th day of May, 2012, upon hearing Mr. Pahwa, Advocate for the Company and upon reading the affidavit of the authorized officer and the annexure therein referred to (Annexure `C' being a copy of proposed Composite Scheme of Arrangement), it is ordered that:
3.1 The meeting of Equity shareholders of the applicant company is ordered to be dispensed with.
3.2 That the meetings of Secured Creditors and Unsecured Creditors of the applicant company shall be convened and held at Hotel Planet Landmark, 139/1, Ambli- bopal Road, Off S G Road, Nr Ashok Vatika, Opp Ekta Farm, Ahmedabad on Wednesday , the 20th day of June, 2012 at 10:30 A.M. and 11.15 A.M. respectively for the purpose of considering, and if thought fit, approving, with or without modifications, the Scheme of Arrangement/Amalgamation proposed to be made between the Applicant Company, Resulting Company and Transferor Company.
4. That at least 21 clear days before the day appointed in the meetings, an advertisement convening the same and stating that copies of the said arrangement/Amalgamation and of the statement required to be furnished pursuant to Section 393 and forms of proxy can be obtained free of charge at the registered office of the company or at the office of its advocate, be inserted once in each dailies viz. Gujarati Daily `Lok Satta- Jan Satta' and English Daily `Indian Express' both having their circulation in Ahmedabad.
5. That in addition, atleast 21 clear days before the meetings to be held as aforesaid, a notice convening the said meetings at the place and time aforesaid, together with a copy of the said compromise or arrangement, a copy of the statement required to be sent under Section 393 and the prescribed form of proxy, shall be sent by letter post addressed to each of the Secured and unsecured creditors at their registered or last known addresses.
6. That Shri Devchandbhai Mulabhai Patel, Whole time Director and failing him Shri AshwinKumar Maganbhai Patel, Managing Director shall be the Chairman of both the meetings to be held on 20th June, 2012 or in any adjourned meeting.
7. That the Chairman appointed for the meetings do issue the advertisement and send out the notices of the meeting referred to above.
8. That the quorum for the meetings of the Secured Creditors and Unsecured Creditors shall be 2 and 5 respectively.
9. That voting by proxy be permitted, provided that a proxy in the prescribed form duly signed by the person entitled to attend and vote at the meeting, is filed with the company at the above address not later than 48 hours before the meeting.
10. That the value of debt of each of the secured and unsecured creditors shall be in accordance with the books of the company and, where the entries in the books are disputed, the Chairman shall determine the value for purposes of the meetings.
11. And it is further ordered that the Chairman reports to this Court result of the said meetings within 14 days of the conclusion of the meetings, and the said reports shall be verified by his affidavit.
12. The publication of the notice in the official gazette is ordered to be dispensed with.
13. Subject to the above observations and directions, the present application is disposed of.
Sd/-
[R.M.CHHAYA, J.] M.M.BHATT Top