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COMA/81/2006 5/ 5 ORDER
IN
THE HIGH COURT OF GUJARAT AT AHMEDABAD
COMPANY
APPLICATION No. 81 of 2006
========================================
MSK
PROJECTS(INDIA) LTD. - Applicant(s)
Versus
...
- Respondent(s)
==========================================
Appearance
:
MRS
SWATI SOPARKAR for
Applicant(s) : 1,
None for Respondent(s) :
1,
==================================================================
CORAM
:
HONOURABLE
MR.JUSTICE M.R. SHAH
Date
: 28/02/2006
ORAL
ORDER
Upon
the application of the abovenamed company by summons dated 16.1.2006,
upon hearing Smt. Swati Soparkar, advocate for the applicant company
and upon reading of the affidavit dated 7.1.2006, 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
amalgamation),
IT
IS ORDERED :
That
a meeting of the Equity Shareholders of the Applicant Company shall
be convened and held at the Vanijya Bhavan, Race Course Road,
Vadodara 390 007 on Saturday, the 15th day of April 2006
at 11.30 a.m., for the purpose of considering and, if thought fit,
approving, with or without modification(s), the proposed Scheme of
Amalgamation of MSK Highways Limited, MSK Infrastructure & Toll
Bridge Private Limited and Alpha Engicon Private Limited, (?Sthe
Transferor Companies??) with the Applicant viz. MSK Projects
Limited, (?Sthe Transferee Company??).
That
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 Amalgamation, 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 of the Applicant Company, at their last known address.
That
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 time as aforesaid be published, stating that Copies of the
Scheme of Amalgamation, the Explanatory Statement required to be
furnished pursuant to Section 393 of the Companies Act, 1956 and
From or Proxy can be obtained free of charge at the Registered
Office of the Applicant Company and/or at its Advocate’s office i.e.
204, Akanksha, opposite Vadilal House, Mithakhali, Navrangpura,
Ahmedabad 380 009 once each in Indian Express, English daily
(Vadodara edition) and Loksatta-Jansatta, Gujarati daily (Vadodara
edition).
Shri
Ashokbhai C.Gandhi, Director of the company and failing him Shri
Ashok Khurana, Director of the Company shall be the Chairman of the
aforesaid meeting to be held on 15th April 2006 and in
respect of any adjournment or adjournments thereof.
That
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 powers under the Articles of Association of the
Applicant Company and under the Companies (Court) Rules, 1959 in
relation to conduct of meeting including an amendment to the Scheme
or resolution, if any, proposed at the meeting by any person(s) and
to ascertain the decision of the meeting on a poll.
That
the quorum for the meetings of the Equity Shareholders shall be 5
(Five) Shareholders, present in person. That voting by proxy is
permitted provided that the proxy in the prescribed from and duly
signed by the person entitled to attend and vote at the aforesaid
meeting, or by his authorized representative, is filed with the
Applicant Company at its registered office at Vododara, not later
than 48 hours before the said meetings.
That
the value of the vote of each Equity Shareholder of the Company
shall be as per the entries in the Registers of the company and
where the entries in the records or registers are disputed, the
Chairman of the meetings shall determine the value of number for the
purposes of the meetings and his decision in that behalf would be
final.
That
the Chairman do report to this Court, the result of the said meeting
within 14 days of the conclusion of the meetings and the said Report
shall be verified by his affidavit.
The
application is hereby disposed of.
(M.R.SHAH,
J.)
kdc.
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