Gujarat High Court
Fortune vs Respondent(S) on 21 March, 2011
Author: Jayant Patel
Bench: Jayant Patel
Gujarat High Court Case Information System
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COMA/454/2007 4/ 4 ORDER
IN
THE HIGH COURT OF GUJARAT AT AHMEDABAD
COMPANY
APPLICATION No. 454 of 2007
=========================================================
FORTUNE
INFOTECH LTD. - Applicant(s)
Versus
.
- Respondent(s)
=========================================================
Appearance
:
MRS
SANGEETA N PAHWA for
Applicant(s) : 1,
None for Respondent(s) :
1,
=========================================================
CORAM
:
HONOURABLE
MR.JUSTICE JAYANT PATEL
Date
: 04/10/2007
ORAL
ORDER
Draft Amendment granted to add prayer for convening the meeting of the shareholders.
In view of the decision of this Court dated 16.08.2007 passed in Company Application No. 298 of 2007, Mr. Pahwa does not press the prayer for dispensation of the meeting, since there is no consent letter of 100 percent shareholders. However, Mr. Pahwa presses the application for convening the meeting of the shareholders for consideration of the scheme of amalgamation.
Considering the facts and circumstances, if the meeting of the shareholders including those whose consent letters are not produced is convened and held, it would enable this Court to have a view of the shareholders, if ultimately the matter is to be considered for sanctioning the scheme of amalgamation or otherwise at the later stage.
Hence, it is ordered:
1. That a meeting of equity shareholders of the above company shall be convened and held at Welcome Hotel, R.C. Dutt Road, Alkapuri, Vadodara-7 on Friday, the 16th November, 2007 at 3:00 P.M. for the purpose of considering, and if thought fit, approving, with or without modifications, the Scheme of Amalgamation proposed to be made between the Company and Packing Products Pvt. Ltd. and Fortune Infoscribed Ltd.
2. That at least 21 clear days before the day appointed in the meeting, an advertisement convening the same and stating that copies of the said arrangement 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' Vadodara edition.
3. That in addition, atleast 21 clear days before the meeting to be held as aforesaid, a notice convening the said meeting 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 pre-paid letter post addressed to each of the shareholders at their registered or last known addresses.
4. That Shri Kantilal K. Patel, Head (Operations) and failing him Shri K.S. Mohan Ramnathen, Director shall be the Chairman of the meeting to be held on 16th November, 2007 or in any adjourned meeting.
5. That the Chairman appointed for the meeting do issue the advertisement an send out the notices of the meeting referred to above.
6. That the quorum for the said meeting shall be 3 (Three).
7. That voting by proxy be permitted, provided that a proxy in the prescribed form duly signed by the persons entitled to attend and vote at the meeting, is filed with the company at its registered office not later than 48 hours before the meeting.
8. That the value of each member 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 meeting.
9. And it is further ordered that the Chairman do report to this Court 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 publication of the notice in the official gazette is ordered to be dispensed with.
The company application stands disposed of accordingly.
(JAYANT PATEL,J.) Suresh* Top