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COMA/401/2008 2/ 6 ORDER
IN
THE HIGH COURT OF GUJARAT AT AHMEDABAD
COMPANY
APPLICATION No. 401 of 2008
=========================================================
SHREE
RAMA MULTI TECH LIMITED - Applicant(s)
Versus
.
- Respondent(s)
=========================================================
Appearance
:
MRS
SWATI SOPARKAR for
Applicant(s) : 1,
None for Respondent(s) :
1,
=========================================================
CORAM
:
HONOURABLE
MR.JUSTICE RAVI R.TRIPATHI
Date
: 16/07/2008
ORAL
ORDER
Heard
Mrs.Swati Soparkar, learned advocate for applicant. The learned
advocate moves a draft amendment. The same is allowed. Amendment be
carried out during the course of a day.
A
meeting of the Equity Shareholders of the Company be convened and
held at the ATMA Conference Hall, Ahmedabad Textile Mills
Association, Ashram Road, Navrangpura, Ahmedabad-380009 on
Wednesday, the 27th day of August 2008 at 11-00 a.m., for
the purpose of considering and if thought fit approving with or
without modification(s), composite Scheme of Compromise and
Arrangement in the nature of compromise with various classes of
lenders as well as the Reduction of the Share Capital of the
Applicant-Company viz. Shree Rama Multi Tech Limited proposed
between the company and its shareholders and lenders.
The
separate meeetings of the Preference Shareholders, Class ‘A’ Lenders
and Class ‘B’ Lenders of the Company be convened and held at Hotel
Fortune Landmark, Usmanpura Cross Roads, Ashram Road, Ahmedabad-380
013 on Saturday, the 30th day of August 2008 at 11-00
a.m., 11-30 a.m. and 12-00 noon respectively, or at the conclusion
of the previous meeting whichever is later, for the purpose of
considering and if thought fit approving with or without
modification(s), composite Scheme of Compromise and Arrangement in
the nature of compromise with various classes of lenders as well as
the Reduction of the Share Capital of the Applicant-Company viz.
Shree Rama Multi Tech Limited proposed between the company and its
shareholders and lenders.
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 the Equity Shareholders, Preference
Shareholders, Class ‘A’ Lenders and Class ‘B’ Lenders of the
Applicant-Company at their last known address.
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 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-Smt.Swati Saurabh Soparkar’s office i.e. 204, Akanksha,
Opposite Vadilal House, Mithakhali, Navrangpura, Ahmedabad-380009,
once each in the Indian Express, English daily and Gujarat Samachar,
Gujarati daily, both Ahmedabad editions.
Shri
R.S. Patel, Director of the Applicant-Comapny and failing him Shri
Vikram V. Bhatt, Director of the Applicant-Company, shall be the
Chairman of the aforesaid meetings to be held on 27th and
30th August 2008 and in respect of any adjournment or
adjournments thereof.
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 the 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 meetings by any person(s) and
to sustain the decision of the meetings on a poll.
The
quorum for the meetings shall be 5(five) persons for the Equity
Shareholders, 1(one) person for the Preference Shareholders, 4(four)
persons for Class ‘A’ Lenders and 4(four) persons for Class ‘B’
lenders present in person or through the authorised representatives
or through proxy.
The
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 authorised representative,
is filed with the Applicant-Company at its registered office at
Ahmedabad, not later than 48 hours before the said meetings.
The
value of the vote of each shareholder and creditor of the Company
shall be as per the entries in the Registers and/or books of
accounts of the company and where the entries in the records or
registers are disputed, the Chairman of the meetings shall determine
the value or number for the purposes of the meetings and his
decision in that behalf would be final.
The
Chairman to report to this Court, the result of the said meetings
within 21 days of the conclusion of the meetings by filing a Report
verified by his affidavit.
The
application is disposed of accordingly.
(Ravi
R. Tripathi, J)
Aakar
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