Gujarat High Court
Prerna vs Respondent(S) on 23 September, 2010
Author: K. A. Puj
Bench: K.A.Puj
Gujarat High Court Case Information System
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COMA/259/2010 6/ 6 ORDER
IN
THE HIGH COURT OF GUJARAT AT AHMEDABAD
COMPANY
APPLICATION No. 259 of 2010
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PRERNA
INFRABUILD LIMITED - Applicant(s)
Versus
.
- Respondent(s)
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Appearance
:
MR
HARMISH K SHAH for
Applicant(s) : 1,
None for Respondent(s) :
1,
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CORAM
:
HONOURABLE
MR.JUSTICE K.A.PUJ
Date : 23/09/2010
ORAL ORDER
The present application is filed under Section-391 of the Companies Act, 1956 by the applicant Company for an appropriate order for meeting of the equity shareholder of the applicant Company i.e. Prerna Infra Build Ltd., (transferee Company) and to consider and approve the proposed scheme of amalgamation amalgamating Prerna Builders Ltd., (transferor Company), Prerna Stockbrokers Pvt. Ltd., (other transferor Company) and Prerna Hospital Pvt. Ltd., (another transferor Company) with the applicant Company.
This application has been taken out by the applicant Prerna Infra Build Ltd., (transferee Company) for an appropriate order of convening the meetings of the equity shareholders for the purpose of considering and if thought fit approving with or without modification the proposed scheme of approve the proposed scheme of amalgamation amalgamating Prerna Builders Ltd., (transferor Company), Prerna Stockbrokers Pvt. Ltd., (other transferor Company) and Prerna Hospitals Pvt. Ltd., (other transferor Company) with the applicant Company.
So far as separate meetings of the equity shareholders are concerned it is ordered:-
(1)That the meeting of the equity shareholders of the applicant Company shall be convened and held at its registered office of transferee Company situated at 820/1, Makarba, In lane of Panchwati Auto, Opp. Anand Dham Derasar, S.G.Road, Ahmedabad, Gujarat on 15.11.2010 at 11:00 a.m. for the purpose of considering and if thought fit approving with or without modification the compromise or arrangement proposed to be made between the applicant Company and Prerna Builders Ltd., (transferor Company), Prerna Stockbrokers Pvt.
Ltd., (other transferor Company) and Prerna Hospitals Pvt. Ltd., (another transferor Company), after giving notice in accordance with the provisions of Sections 391 and 393 of the Companies Act, 1956.
(2)At least 21 clear days before the meetings be held as aforesaid, notice convening the said meetings, 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 equity shareholders of the applicant Company at their last known address.
(3)At least 21 clear days before the meetings to be held as aforesaid, notice convening the said meetings, indicating the day, the date, the place and the time as aforesaid be published, stating that copies of 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, once each in 'Indian Express' English daily (Ahmedabad edition) and 'Sandesh' Gujarati daily (Ahmedabad edition).
(4)Shri Pinakin Shah, practicing Company Secretary and failing him Shri Vijay C. Shah -Chairman of the applicant company shall be the Chairman of the aforesaid meeting and in respect of any adjournment or adjournments thereof.
(5)The Chairman appointed for the aforesaid meetings do issue advertisements and send out notices of the said meetings referred to above. It is further directed that the Chairman of the meetings 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 meetings including an adjournment if required and including an amendment to the Scheme or resolution, if any, proposed at the meetings by any persons(s) and to ascertain the decision of the meetings on a poll.
(6)The quorum of the meeting of equity shareholders shall be 5 (five) present in person or through proxy.
(7)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 meetings, or by his authorized representatives, is filed with the applicant Company at its registered office not later than 48 hours before the said meetings.
(8)The Chairman do report to this Court, the result of the said meetings within 21 days of the conclusion of the meetings and the said report shall be verified by his affidavit.
(K. A. PUJ, J.) kks Top