Gujarat High Court
Sterling vs Respondent(S) on 18 August, 2010
Author: K.A.Puj
Bench: K.A.Puj
Gujarat High Court Case Information System
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COMA/242/2010 1/ 6 ORDER
IN
THE HIGH COURT OF GUJARAT AT AHMEDABAD
COMPANY
APPLICATION No. 242 of
2010
=========================================
STERLING
ADDLIFE INDIA LIMITED - Applicant(s)
Versus
.
- Respondent(s)
=========================================
Appearance
:
MRS SWATI
SOPARKAR for
Applicant No : 1
None for Respondent No :
1
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CORAM
:
HONOURABLE
MR.JUSTICE K.A.PUJ
Date
: 18/08/2010
ORAL
ORDER
Upon the application of the abovenamed Company by summons dated 16th August, 2010, filed under Section 391 to 394 of the Companies Act, 1956, upon hearing Smt. Swati Soparkar, advocate for the applicant Company and upon reading of the affidavit dated 16th August, 2010, 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).
That a meeting of the Equity Shareholders of the applicant Company shall be convened and held at the Auditorium, Sterling Addlife India Limited situate at the registered office of the Company at Sterling Hospital Road, Memnagar, Ahmedabad-380052 in the State of Gujarat on Saturday, the 25th day of September 2010 at 11.00 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 Sterling Addlife Mundra Hospital Private Limited with Sterling Addlife India Limited, as well as Reduction of Capital in form of Utilization of Securities Premium Account of the applicant Transferee Company.
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 Certificate of Posting, addressed to each of the Equity Shareholders of the applicant Company, at their last known address.
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, S.M. Road, Ambavadi, Ahmedabad 380015 once each in the Indian Express, English daily and Sandesh, Gujarati daily (both Ahmedabad Edition).
Shri Girishbhai N. Patel, the Director of the applicant Company, and failing him Shri Shomik Mukherjee, the Director of the applicant Company shall be the Chairman of the aforesaid meeting to be held on 25th September 2010 and in respect of any adjournment or adjournments thereof.
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, any adjournment of the said meeting, if required, and including an amendment to the Scheme or resolution, if any, proposed at any of the meetings by any person(s) and to ascertain the decision of the meeting on a poll.
That the quorum for the meetings shall be 5 (Five) members for the said meeting of the Equity Shareholders, present in person or through proxy.
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 authorized representative, is filed with the applicant Company at its registered office at Ahmedabad, not later than 48 hours before the said meeting.
That the value of the vote of each Equity Shareholder of the Company shall be as per the entries in the Registers of the Company and where the entries in the records or registers are disputed, the Chairman of the meeting shall determine the value or number for the purposes of the meeting and his decision in that behalf would be final.
That the Chairman do report to this Court, the result of the said meeting within 21 days of the conclusion of the meeting and the said Report shall be verified by his affidavit.
It has been submitted that the reduction of share capital in form of utilization of share premium account of the applicant Company is proposed as an integral part of the proposed Scheme of Arrangement. Further, the proposed reduction does not involve either diminution of liability in respect of unpaid share capital or payment to any Shareholder of any paid-up share capital and the order of the Court sanctioning the Scheme shall be deemed to be an order under Section 102 of the Companies Act confirming the reduction. The special resolution that may be passed at the meeting approving the scheme by the Shareholders of the applicant Company, shall be treated as the Special Resolution as required under Section 100 of the Companies Act, 1956. In view of this, the procedure prescribed under Section 100 and 101(2) of the Companies Act, 1956 are hereby dispensed with.
The application is hereby disposed off.
(K.A. PUJ, J.) Pankaj Top