Upon the Application of the Applicant Company above named by Company Application and upon hearing Mr. Mihir Thakore, learned Senior counsel for the Applicant Company and upon reading the Affidavit of Mr.Pradeep Jyotindra Oza, the Company Secretary of the Applicant Company, affirmed on 4th May, 2012, in respect of Company Application and the Annexures referred therein, IT IS ORDERED:
1. That a meeting of the equity shareholders of the Applicant Company be convened and held at J.B.Auditorium, Ahmedabad Management Association, AMA Complex, ATIRA, Dr. Vikram Sarabhai Marg, Ahmedabad
- 380 015, Gujarat, on Saturday, 23rd June, 2012 at 11:00 a.m. (1100 hours), for the purpose of considering and, if thought fit, approving, with or without modifications, the proposed Scheme of Arrangement among Enam Securities Private Limited and Axis Bank Limited and Axis Securities and Sales Limited and their respective shareholders and creditors.
2. That a meeting of the unsecured creditors including fixed depositors, of the Applicant Company be convened and held at J.B.Auditorium, Ahmedabad Management Association, AMA Complex, ATIRA, Dr. Vikram Sarabhai Marg, Ahmedabad - 380 015, Gujarat, on Saturday, 23rd June, 2012 at 12:00 noon (1200 hours), or so soon thereafter after the conclusion of the meeting of the equity shareholders of the Applicant Company, for the purpose of considering and, if thought fit, approving, with or without modifications, the proposed Scheme of Arrangement among Enam Securities Private Limited and Axis Bank Limited and Axis Securities and Sales Limited and their respective shareholders and creditors.
3. That at least 21 clear days before the meetings to be held as aforesaid, notices 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, a 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 Courier and/or Registered Post, addressed to each of the equity shareholder of the Applicant Company and unsecured creditors whose outstanding are Rs.10,00,001/- (Rupees Ten Lakhs and One only) and above and to the fixed depositors having fixed deposits of Rs.25,00,001/- (Rupees Twenty-five Lakhs and One only) and above, of the Applicant Company, at their respective registered or last known addresses. Individual notices of the said meeting to the unsecured creditors whose outstandings are Rs.10,00,000/- (Rupees Ten Lakhs only) and below and to the fixed depositors having fixed deposits of Rs. 25,00,000/- (Rupees Twenty-five Lakhs only) and below, of the Applicant Company, are dispensed with in view of the averments made in paragraph 26 of the Affidavit in support of the Company Application.
4. That at least 21 clear days before the meetings to be held as aforesaid, notices convening the said meetings, indicating the day, the date, the place and the time as aforesaid respectively be published, once each in Indian Express (all editions) in English language and in Sandesh (all editions) in Gujarati language, 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.
5. That the Applicant Company to file with this Court Registrar within 7 days from this order, for his approval, the drafts of form of notices convening meetings of the equity shareholders of the Applicant Company and unsecured creditors including fixed depositors of the Applicant Company, drafts of notices convening meetings of the equity shareholders and unsecured creditors including fixed depositors of the Applicant Company, to be published in the news papers, drafts of the forms of proxy/ies, and draft of the explanatory statement under Section 393 of the Companies Act, 1956.
6. That Prof. Samir K. Barua, Director of the Applicant Company and in his absence, Mr. K.N.Prithviraj Director of the Applicant Company and in his absence Mr. V.R.Kaundinya Director of the Applicant Company, shall be the Chairman of the said meetings of the equity shareholders of the Applicant Company and unsecured creditors including fixed depositors of the Applicant Company, to be held at J.B.Auditorium, Ahmedabad Management Association, AMA Complex, ATIRA, Dr. Vikram Sarabhai Marg, Ahmedabad - 380 015, Gujarat on Saturday, 23rd June, 2012, or at any respective adjournment or adjournments thereof.
7. That the Chairman appointed for the aforesaid meetings do issue advertisement and send out notices of the said meetings referred to above.
8. That the quorum of the meeting of the equity shareholders of the Applicant Company shall be 5 (five) equity shareholders of the Applicant Company, present in person.
9. That the quorum of the meeting of the unsecured creditors including fixed depositors of the Applicant Company shall be 5 (five) unsecured creditors including fixed depositors of the Applicant Company, present in person or by proxy.
10. That voting by proxy/authorized representative is permitted provided that the proxy in the prescribed form/authorization duly signed by the person entitled to attend and vote at the aforesaid meetings or by his authorized representative is filed with the Applicant Company at its Registered Office at 'Trishul', 3rd Floor, Opp. Samartheshwar Temple, Law Garden, Ellisbridge, Ahmedabad - 380 006, Gujarat, forty eight (48) hours before the date of the meetings, as provided under Rule 70 of Companies (Court) Rules, 1959.
11. That the number of equity shares of the equity shareholders or value of unsecured creditor including fixed depositors, as the case may be, shall be in accordance with the records or registers of the Applicant Company and where the entries in the records or registers are disputed, the Chairman of the meetings shall determine the number or the value, as the case may be for the purposes of the meetings and his decision in that behalf would be final.
12. That the Chairman to report to this court, the result of the said meetings within 14 days of the conclusion of the meeting and the said report shall be verified by his affidavit.
13. The application is hereby disposed of.
(R.M.CHHAYA, J.) Hitesh Top