Upon the application of the abovenamed Transferor Company by summons dated 3rd May 2012, filed under Sec. 391 to 394 of the Companies Act, 1956, upon hearing Smt. Swati Soparkar, learned advocate for the applicant company and upon reading of the affidavit dated 17th April 2012, 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), and considering the following submissions:
1. That the Applicant in the above-referred Company Application viz. Madhav Infra Projects Private Limited is the Transferor Company which proposes to enter into an arrangement in the nature of amalgamation with Myraj Consultancy Limited, the Transferee Company.
2. It being a Private Limited Company, all the Equity Shareholders of the Applicant Company, have given their consent in writing approving the scheme of arrangement. The said consents are annexed as Annex.'D' to the application.
3. Similarly, all the Unsecured Creditors of the Applicant Company, have given their consent in writing approving the scheme of arrangement. The said consents are annexed as Annex.'E' to the application.
4. The certificates confirming the status of Equity Shareholders and Unsecured Creditors as also receipt of the consent letters from all of them are collectively annexed as Annex. 'E' to the application. Considering the facts and circumstances, and the submissions made, it is hereby ordered that the meetings of the Equity shareholders and Unsecured Creditors of the Applicant Company as required to be held under provisions of Section 391(2) of the Companies Act, 1956, are not necessary to be held and are hereby dispensed with.
HOWEVER, IT IS ORDERED:
5. That a meeting of the Secured Creditors of the Applicant Company shall be convened and held at the registered office of the Applicant Company at 101, Gayatri Apartment, Tower- B, 74, Alkapuri Society, Vadodara, in the State of Gujarat, on Friday, the 15th day of June 2012 at 10.30 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 the Applicant Company with Myraj Consultancy Limited, as proposed between the Applicant Company and its creditors.
6. 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 Book Post, addressed to each of the Unsecured Creditors of the Applicant Company, at their last known address. The said list of creditors with their names and addresses shall be placed on record by the Applicant Company. A certificate shall be obtained from the Postal Dept. confirming the total number of dispatches so made.
7. 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, Nr. Old Excise Chowky, S. M. Road, Ambavadi, Ahmedabad 380 015 once each in the English daily 'Indian Express' and the other in Gujarati daily 'Sandesh' (both Vadodara edition).
8. Shri Amit Khurana, the Director of the Applicant Company or failing him Smt. Neelakshi Khurana, the Director of the Applicant Company shall be the Chairman of the aforesaid meeting to be held on 15th June 2012 and in respect of any adjournment or adjournments thereof.
9. 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 meetings including an amendment to the Scheme or resolution, if any, proposed at the meeting by any person(s); adjourning the meeting to another day, if so required and to ascertain the decision of the meeting on a poll.
10. That the quorum for the meeting of Secured Creditors shall be 2 (Two) of the Secured Creditors, present through authorized representative or through proxy.
11. 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 Company at its registered office at Vadodara, not later than 48 hours before the said meeting.
12. That the value of the vote of each of the creditor shall be as per the books of accounts of the company and where the entries in the records or books 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.
13. That the Chairman do report to this Court, the result of the said meetings within 14 days of the conclusion of the meetings and the said Report shall be verified by his affidavit.
14. The application is hereby disposed of.
[R.M.CHHAYA, J.] mrpandya Top