Upon the application of the above named Transferor company by summons dated 13th February, 2012, filed under Section-391 to 394 of the Companies Act, 1956, upon hearing Smt. Swati Soparkar, learned advocate for the applicant company and upon reading of the affidavit dated 2nd February, 2012, filed in support of the Judges' summons for directions and other relevant annexures attached in support of the contents of the affidavit filed by the deponent, (Exhibit 'C' being a copy of the proposed scheme of Arrangement), it is ordered that:
1. The Applicant in the above referred Company Application viz. Oriental Manufacturers Private Limited is the Transferor Company which proposes to enter into an arrangement in the nature of amalgamation with Sarabhai Machinery Private Limited, the Transferee company.
2. All the equity shareholders and the sole secured creditor of the applicant company have given their consent in writing approving the scheme of arrangement. The said consents are annexed respectively as Annexure-'D' and 'E' to the application. The certificates confirming the status of shareholders and secured creditor and receipt of the consent letters is annexed as Annexure-'F' to the application. Considering the facts and circumstances, and the submissions made, it is hereby ordered that the meeting of the shareholders and secured creditors of the applicant company as required to be held under provisions of Section-391(2) of the Companies Act, 1956, are not necessary to be held and are hereby dispensed with.
3. That a meeting of the unsecured creditors of the applicant company shall be convened and held at 'Chanchal Party Plot, Near Jivraj Mehta Hospital, Jivraj Park, Ahmedabad-380 051, in the State of Gujarat on Thursday, the 5th day of April 2012 at 10:00 a.m., for the purpose of considering and if thought fit, approving with or without modifications, the proposed scheme of Arrangement in the nature of amalgamation of the Applicant Company with Sarabhai Machinery Private Limited, as proposed between the Applicant Company and its creditors.
4. That at least 21 clear days before the meeting to be held as aforesaid, notice convening the said meeting, indicating the day, the date, the place and the time as aforesaid, together with a copy of the scheme of arrangement, copy of 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 prepaid letter posted under Book Post, addressed to each of the unsecured creditors of the applicant company, at their last known address. The said list of creditors with their names and addresses shall be placed on record by the Applicant Company. A certificate shall be obtained from the postal department confirming th total number of dispatches so made.
5. That at least 21 clear days before the meeting to be held as aforesaid, notice convening the said meeting indicating the day, the date, the place and 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 at its advocate's office i.e. 301, Shivalik-10, Opp. SBI Zonal Office, Nr. Old Excise Chowky, S. M. Road, Ambavadi, Ahmedabad 380 015 once each in the English daily 'Indian Express' and the order in Gujarati daily 'Sandesh' (both Ahmedabad edition).
6. Shri Vishwesh Patel, Managing Director of the applicant company or failing him Shri Pranjal Patel, Director of the applicant company or failing him Mr. Sudhirbhai Gandhi, director of the applicant company shall be the chairman of the aforesaid meeting to be held on 5th April, 2012 and in respect of any adjournment or adjournments thereof.
7. That the Chairman appointed for the aforesaid meeting do issue advertisements and send out notices of the said meeting referred to above. It is further directed, that the Chairman of the meeting 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 meeting including an amendment to the Scheme or resolution, if any, proposed at the meeting by any person(s), adjourning the meeting to another day, if so required and to ascertain the decision of the meeting on a poll.
8. That the quorum for the meeting of Unsecured Creditors shall be 15(fifteen) of the unsecured creditors, present either in person or through proxy.
9. That 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 meeting, or by his authorised representative, is filed with the applicant company at is registered office at Ahmedabad, not later then 48 hours before the said meeting.
10. That the value of the vote of each of the creditor shall be as per the books of accounts of the company and where the entries in the records or books are disputed, the Chairman of the meetings shall determine the value or number for the purposes of the meeting and his decision in that behalf would be final.
11. That the Chairman do report to this Court, the result of the said meetings within 14 days of the conclusion of the meetings and the said Report shall be verified by his affidavit.
12. The application is hereby disposed off.
(K.M.THAKER, J.) (ila) Top