HIMSON OVERSEAR PVT LTD Vs. STATE

JUDGEMENT

(1.) THE present petitions are filed seeking sanction of Scheme of Arrangement in the name of demerger of Different Undertakings of Himson Textile Engineering Industries Private Limited into Different Resulting Companies as per the Scheme.

(2.) HIMSON Textile Engineering Industries Private Limited, the demerged company filed Company Application No. 219 of 2008 for dispensing with the meeting of the shareholders and seeking dispensation directions as to convening of the meetings of the Secured Creditors and Unsecured Creditors for considering the Scheme of demerger. This Court vide order dated 28. 03. 2008 made in Company Application No. 219 of 2008 was pleased to dispense with the meeting of the shareholders and directed holding of meeting of the secured creditors and unsecured creditors of the Company on 30. 04. 2008. It is stated on behalf of the petitioner that the meeting of the secured creditors and unsecured creditors were held as directed on 15. 12. 2008. This Court also directed publication of advertisement in local daily "indian Express" and "gujarat Mitra" both Surat editions.

(3.) PURSUANT to the order dated 28. 03. 2008 made in Company Application No. 219 of 2008, Shri Pannabhai Bachkaniwala, the Chairman appointed for the meeting has filed his report supported by an affidavit dated 12. 05. 2008. A perusal of the Chairman's report suggests that the Scheme of Arrangement has been approved unanimously by the Secured Creditors who remained present either personally or by proxy. As regards to the meeting of unsecured creditors is concerned, out of 49 unsecured creditors, 40 unsecured creditors having value of debt extent of 96. 36% have voted in favour of the Scheme of Arrangement and have approved the same. The Scheme of Arrangement is thus approved by the secured creditors unanimously and in case of the unsecured creditors, the Scheme is approved by more than statutory majority.