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COMA/402/2008 4/ 4 ORDER
IN
THE HIGH COURT OF GUJARAT AT AHMEDABAD
COMPANY
APPLICATION No. 402 of 2008
=========================================================
PLATINUM
VENEERS PVT LTD & 1 - Applicant(s)
Versus
.
- Respondent(s)
=========================================================
Appearance
:
MR
SP MAJMUDAR for
Applicant(s) : 1 - 2.MR PP MAJMUDAR for Applicant(s) : 1 - 2.
None
for Respondent(s) :
1,
=========================================================
CORAM
:
HONOURABLE
MR.JUSTICE C.K.BUCH
Date
: 05/08/2008
ORAL
ORDER
Upon
the application of the applicant company above named by Summons for
Directions dated 14.7.2008, upon hearing Shri S.P. Majmudar, learned
advocate for the applicant company and upon reading the affidavit of
Shri Rajesh Mittal, authorized signatory of the applicant company
filed on 3.7.2008 and the exhibits therein referred to, it is hereby
ordered that:-
That
the convening and holding of a meeting of the equity shareholders of
Platinum Vineers Pvt Ltd, the applicant company, to consider and if
thought fit, to approve, with or without modifications, the proposed
Scheme of Amalgamation of the applicant company and Galaxy Decore
Pvt. Ltd. with Greenply Industries Limited, is dispensed with in
view of all the equity shareholders of the applicant company having
given their approval and consent in writing to the proposed Scheme
of Amalgamation which are annexed at Exh.H to the affidavit dated
3.7.2008 of Shri Rajesh Mittal in support of the Summons for
Directions. Since there are no Secured Creditors of the applicant
company as on 1.4.2008, meeting of secured creditors is not
required.
That
a meeting of unsecured creditors of the applicant company shall be
convened and held at 206, Silver Oak, Mahalaxmi Cross Road, Paldi,
Ahmedabad-7, on 12.9.2008 at 11 O’clock for the purpose of
considering and if thought fit approving with or without
modification/s the arrangement embodied in the Scheme of
Amalgamation of Galaxy Decore Pvt Ltd with Greenply Industries
Limited.
That
at least 21 clear days before the meeting of the unsecured creditors
of the applicant company, an advertisement convening the same and
stating that the copies of the said arrangement embodied in the
Scheme of Amalgamation and of the statement required to be furnished
pursuant to Section 393 of the Companies Act, 1956 and the
prescribed form of proxy can be obtained free of charge at the
registered office of the applicant company, be inserted once each in
Indian Express, Rajkot Edition in English and Aas Pass Rajkot
Edition in Gujarati, and that the publication of the notice of the
said meeting in the Government Gazette is dispensed with.
That
in addition 21 clear days before the said meeting of the unsecured
creditors to be held as aforesaid, notices convening the said
meeting at the place and time aforesaid, together with a copy of the
said Scheme of Amalgamation, a copy of the statement required to be
sent under Section 393 of the Companies Act, 1956 and the form of
proxy shall be sent by post under certificate of posting addressed
to each of the unsecured creditors of the company at their
respective registered or last known address.
That
Shri Hemang Mehta, Company Secretary of the applicant company shall
be the Chairman of the said meeting of the unsecured creditors, to
be held on 12.9.2008 at 11 O’clock as aforesaid or any adjournment
thereof.
That
the Chairman appointed for the said meeting of the unsecured
creditors do issue the advertisements and sent out the notices of
the meeting as referred to above.
That
the quorum of the said meeting of the unsecured creditors of the
applicant company shall be 05 [five] unsecured creditors present in
person or by proxy.
That
voting by proxy be permitted, provided that a proxy in the
prescribed form duly signed by the person entitled to attend and
vote at the aforesaid meetings or by his authorized representative,
is filed with the applicant company at its registered office at Plot
nos. 912-913, GIDC Bamanbore Industrial Estate, Bamanbore,
Surendranagar, not later than 48 hours before the time fixed for
relevant meeting.
That
the outstanding claim of each of the unsecured creditors shall be in
accordance with the books of the applicant company and where the
entries in the books are disputed the Chairman of the meeting of
the unsecured creditors shall determine such value for the purpose
of the meeting and his decision in that behalf shall be final.
That
the Chairman of the aforesaid meeting to report the result of the
said meeting to this Court within 14 days of the conclusion of the
said meeting and the said report shall be verified by his affidavit.
This
Company Application is accordingly disposed of.
[C.K.BUCH,
J.]
pirzada/-
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