Gujarat High Court
Myraj vs Respondent(S) on 7 May, 2012
Author: R.M.Chhaya
Bench: R.M.Chhaya
Gujarat High Court Case Information System
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COMA/205/2012 4/ 4 ORDER
IN
THE HIGH COURT OF GUJARAT AT AHMEDABAD
COMPANY
APPLICATION No. 205 of 2012
=========================================================
MYRAJ
CONSULTANCY LIMITED - Applicant(s)
Versus
.
- Respondent(s)
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Appearance
:
MRS
SWATI SOPARKAR for
Applicant(s) : 1,
None for Respondent(s) :
1,
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CORAM
:
HONOURABLE
MR.JUSTICE R.M.CHHAYA
Date
: 07/05/2012
ORAL
ORDER
Upon the application of the abovenamed Transferee company by summons dated 3rd May 2012, filed under Sec. 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 10th April 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:
1. That a meeting of the Equity Shareholders of the Applicant Company shall be convened and held at 402, Samedh Complex, Nr. Associated Petrol Pump, C.G. Road, Ahmedabad-380 006, in the State of Gujarat on Friday, the 15th day of June 2012 at 10.30 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, amalgamating five Transferor Companies i.e., Aashka Construction Private Limited, Elia Construction Private Limited, Aaheli Construction Private Limited, Madhav Infra Projects Private Limited and MSK Finance Limited with Myraj Consultancy Limited, the Applicant Transferee Company.
2. 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 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 Book Post, addressed to each of the Equity Shareholders of the Applicant Company, at their last known address. The said list of shareholders with their names and addresses shall be placed on record by the Applicant Company. A certificate shall be obtained from the Postal Dept. confirming the total number of dispatches so made.
3. 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 other in Gujarati daily 'Sandesh' (both Ahmedabad edition).
4. Shri Mahendra Solanki, Director of the Applicant Company and failing him Shri Anil Mistry, Director of the Applicant Company shall be the Chairman of the aforesaid meeting to be held on 15th June 2012 and in respect of any adjournment or adjournments thereof.
5. 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 any of the meetings to another day, if so required and to ascertain the decision of the meeting on a poll.
6. That the quorum for the meeting of the Equity Shareholders shall be 10 (Ten) of the Equity Shareholders, present in person, through authorized representative or through proxy.
7. 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 its registered office at Ahmedabad, not later than 48 hours before the said meeting.
8. That the value of the vote of each of the Equity Shareholder shall be as per the Registers maintained by 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.
9. That the Chairman do report to this Court, the result of the said meeting within 14 days of the conclusion of the meeting and the said Report shall be verified by his affidavit.
10. The application is hereby disposed of.
[R.M.CHHAYA, J.] mrpandya Top