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COMA/454/2007 4/ 4 ORDER
IN
THE HIGH COURT OF GUJARAT AT AHMEDABAD
COMPANY
APPLICATION No. 454 of 2007
=========================================================
FORTUNE
INFOTECH LTD. - Applicant(s)
Versus
.
- Respondent(s)
=========================================================
Appearance
:
MRS
SANGEETA N PAHWA for
Applicant(s) : 1,
None for Respondent(s) :
1,
=========================================================
CORAM
:
HONOURABLE
MR.JUSTICE JAYANT PATEL
Date
: 04/10/2007
ORAL
ORDER
Draft
Amendment granted to add prayer for convening the meeting of the
shareholders.
In
view of the decision of this Court dated 16.08.2007 passed in
Company Application No. 298 of 2007, Mr. Pahwa does not press the
prayer for dispensation of the meeting, since there is no consent
letter of 100 percent shareholders. However, Mr. Pahwa presses the
application for convening the meeting of the shareholders for
consideration of the scheme of amalgamation.
Considering
the facts and circumstances, if the meeting of the shareholders
including those whose consent letters are not produced is convened
and held, it would enable this Court to have a view of the
shareholders, if ultimately the matter is to be considered for
sanctioning the scheme of amalgamation or otherwise at the later
stage.
Hence,
it is ordered:
1. That
a meeting of equity shareholders of the above company shall be
convened and held at Welcome Hotel, R.C. Dutt Road, Alkapuri,
Vadodara-7 on Friday, the 16th November, 2007 at 3:00
P.M. for the purpose of considering, and if thought fit,
approving, with or without modifications, the Scheme of
Amalgamation proposed to be made between the Company and Packing
Products Pvt. Ltd. and Fortune Infoscribed Ltd.
2. That
at least 21 clear days before the day appointed in the meeting, an
advertisement convening the same and stating that copies of the
said arrangement and of the statement required to be furnished
pursuant to Section 393 and forms of proxy can be obtained free of
charge at the registered office of the company or at the office of
its advocate, be inserted once in each dailies viz Gujarati Daily
‘Lok Satta-Jan Satta’ and English Daily ‘Indian Express’ Vadodara
edition.
3. That
in addition, atleast 21 clear days before the meeting to be held
as aforesaid, a notice convening the said meeting at the place and
time aforesaid, together with a copy of the said compromise or
arrangement, a copy of the statement required to be sent under
Section 393 and the prescribed form of proxy, shall be sent by
pre-paid letter post addressed to each of the shareholders at
their registered or last known addresses.
4. That
Shri Kantilal K. Patel, Head (Operations) and failing him Shri
K.S. Mohan Ramnathen, Director shall be the Chairman of the
meeting to be held on 16th November, 2007 or in any
adjourned meeting.
5. That
the Chairman appointed for the meeting do issue the advertisement
an send out the notices of the meeting referred to above.
6. That
the quorum for the said meeting shall be 3 (Three).
7. That
voting by proxy be permitted, provided that a proxy in the
prescribed form duly signed by the persons entitled to attend and
vote at the meeting, is filed with the company at its registered
office not later than 48 hours before the meeting.
8. That
the value of each member shall be in accordance with the books of
the company and, where the entries in the books are disputed, the
Chairman shall determine the value for purposes of the meeting.
9. And
it is further ordered that the Chairman do report to this Court
result of the said meeting within 14 days of the conclusion of the
meeting, and the said report shall be verified by his affidavit.
10. The
publication of the notice in the official gazette is ordered to be
dispensed with.
The
company application stands disposed of accordingly.
(JAYANT
PATEL,J.)
Suresh*
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