Gujarat High Court
Panama vs Respondent(S) on 6 August, 2010
Author: K.A.Puj
Bench: K.A.Puj
Gujarat High Court Case Information System
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COMA/227/2010 6/ 6 ORDER
IN
THE HIGH COURT OF GUJARAT AT AHMEDABAD
COMPANY
APPLICATION No. 227 of 2010
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PANAMA
PETROCHEM LTD - Applicant(s)
Versus
.
- Respondent(s)
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Appearance
:
MR
ABHISHEK M MEHTA for
Applicant(s) : 1,
None for Respondent(s) :
1,
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CORAM
:
HONOURABLE
MR.JUSTICE K.A.PUJ
Date : 06/08/2010
ORAL ORDER
Upon the application of the above named by Summons dated 6.8.2010, upon hearing Shri Rajeev K. Goel, Advocate and Shri Abhishek M. Mehta, Advocate for the applicant transferee Company Panama Petrochem Ltd., and upon reading of the affidavit dated 5.8.2010 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 Ex.A-3, being a copy of the proposed Scheme of Amalgamation of Monaco Petroleum Pvt. Ltd., (Transferor Company) with Panama Petrochem Ltd., Transferee Company).
IT IS ORDERED :
That the requirement of convening meetings of the secured creditors and unsecured creditors of the applicant transferee company is hereby dispensed with.
That a meeting of shareholders of the applicant transferee company be convened and held on Saturday, 25.9.2010 at 12:30 noon at the registered office and factory premises of the transferee company at Plot No.3303, GIDC Estate, Ankleshwar-393 002, Gujarat for the purpose of considering and, if thought fit, approving, with or without modification, the Monaco Petroleum Pvt. Ltd., (Transferor Company) with Panama Petrochem Ltd., 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 amalgamation, 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 (UPC), addressed to each of the shareholders of the applicant transferee 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 the time as aforesaid be published stating that the copies of the scheme of amalgamation, 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 transferee Company and/or its Advocate Mr.Rajeev K. Goel, Advocate, 138 A, Pocket-F, Mayur Vihar-II, Delhi-110 091 and Mr.Abhishek M. Mehta, Advocate, 201 202, A Block, Iskon Park, Opp. Star Bazar, Jodhpur Cross Road, Satellite, Ahmedabad-380 001, once in each in the 'Indian Express , English daily and Divya Bhaskar , Gujarati daily, both Ahmedabad editions.
That Shri Amirali E. Rayani, Managing Director of the applicant transferee company and failing him Ms. Nidhi Gupta, Company Secretary, of the applicant transferee Company shall be the Chairman of the aforesaid meeting to be held n 25.9.2010 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 transferee 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) and to ascertain the decision of the meeting on a poll.
That the quorum for the meeting shall be 25 shareholders in number representing 15% of the total paid up share capital of the applicant transferee company, present in person or through the authorised representative 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 authorised representative, is filed with the applicant transferee company at its registered office at Ankleshwar, not later than 48 hours before the said meeting.
That the value of the vote of each shareholder shall be as per the entries in the Register of Members/books 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 purpose 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 14 days of the conclusion of the meeting and the said report shall be verified by his affidavit.
The application is hereby dispensed.
(K. A. PUJ, J.) kks Top