1. The present Company Petition, under Section 391 read with Sections 394, 78, 100 to 104 of the Companies Act, 1956, has been preferred, seeking sanction of the Composite Scheme of Amalgamation between Fame India Limited (Transferor Company No.1), Fame Motion Pictures Limited (Transferor Company No.2), Big Pictures Hospitality Services Private Limited (Transferor Company No.3), Headstrong Films Private Limited (Transferor Company No.4) and Inox Leisure Limited (Transferee company). Earlier, the petitioner had filed Company Application No.338 of 2012, seeking directions for convening the meeting of equity shareholders on 01.12.2012 and also seeking an order for dispensing with the procedure as contemplated u/s.100 and 101(2) of the Act as well as the procedure prescribed under Rules 48 to 65 of the Companies (Court) Rules, 1959 on the ground that proposed reduction does not involve either diminution of liability in respect of unpaid share capital of payment to any shareholders of any paid up share capital. This Court vide order dated 29.10.2012 (page nos.162 to 168) passed in Company Application No.338/2012 directed convening and holding the meeting of the Equity Shareholders of the petitioner company on 01.12.2012. This Court appointed shri Deepak Asher, Director and failing him, Shri Sharad Abhyankar, Advocate and Solicitor as Chairman of the meeting. By the same order, this Court ordered that the procedure as contemplated under Sections 100 and 101(2) of the Act as well as the procedure prescribed in the Rules 48 to 65 of the Companies (Court) Rules, 1959 is dispensed with. It was further ordered that this being Transferee Company, meeting of creditor is not required to be held.
The petitioner has placed on record a copy of the Chairman Report along with affidavit dated 10.12.2012 made by Shri Deepak Asher, Director in respect of the meeting of the equity shareholders. A perusal of the Chairman Report suggests that the Scheme has been approved unanimously by all the shareholders of the petitioner company present in the meeting in person or through proxy. It is thus stated that the Scheme has been approved unanimously by the shareholders of the petitioner company.
Heard, Mr.Navin K. Pahwa, learned advocate for Mrs.Sangeeta Pahwa, learned advocate for the petitioner appearing on behalf of the petitioner.
Admit.
Notice to the Central Government through Regional Director, ROC Bhavan, Opp.Rupal Park Society, Behind Ankur Bus Stop, Naranpura, Ahmedabad-380013.
6. Notice of hearing of petition to be published in the Indian Express (English Daily) and Gujarat Samachar (Gujarati Daily), both having circulation in Vadodara. The publication of the notice in Government Gazette is dispensed with.
The final hearing of the petition is fixed on 08.02.2013.
(R.M.CHHAYA, J.) Suchit Page 3 of 3