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COMA/377/2011 5/ 5 ORDER
IN
THE HIGH COURT OF GUJARAT AT AHMEDABAD
COMPANY
APPLICATION No. 377 of 2011
=========================================
SUNGOLD
CAPITAL LTD
Versus
Blank
Name
=========================================
Appearance
:
MRPRATIKYJASANI for
Applicant
None for
Respondent
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CORAM
:
HONOURABLE
MR.JUSTICE K.M.THAKER
Date
: 21/07/2011
ORAL
ORDER
1. In view of the
factual details flowing from the petition and its annexures with
reference to which certain observations are made in the order dated
11th July 2011, learned advocate for the applicant has
submitted that even as on 30th June 2011, the company did
not have any secured and / or unsecured creditors. He has further
submitted that having regard to the consent letters given by the
equity share holders in the aspects, noticed by the Court in that
context, which are mentioned in the order dated 11th July
2011. The applicant – company has decided not to rely upon the
said consent letters and instead to convene the meeting of the
equity share holders and, therefore, in partial amendment to the
Judge’s Summons originally taken out by the applicant – company
requests that it may be permitted to convene the meeting for the
purpose of considering, and if found proper, approving the proposed
scheme of amalgamation.
2. Having regard to the
said submissions, leave to appropriately amend the clause / para –
1[A] of the Judge’s Summons dated 7th July 2011 so as to
seek permission to convene the meeting instead of the permission for
dispensation of the meeting is granted and following order is passed.
[A] That a
meeting of the shareholders / members of the applicant –
company shall be convened and held at the registered office of the
company i.e at 205, Jeet Complex, Near Jain Temple, C. G. Road,
Navrangpura, Ahmedabad on Wednesday, the 3rd day of
September, 2011 at 11.00 a.m., for the purpose of considering and, if
thought fit, approving, with or without modification(s), the Scheme
of Arrangement and Demerger between Magic Touch Infotech Limited
(“MTIL” or “Transferor Company”) and Sungold
Capital Limited (“SCL” or “Transferee Company”).
[B] In view
of the certificate dated 5th July 2011 by the Chartered
Accountant certifying that there are no secured creditors as on 31st
March 2011, there would not be any requirement to hold meeting of the
secured creditors.
[C] In view
of the certificate dated 5th July 2011 by the Chartered
Accountant certifying that there are no unsecured creditors as on
31st March 2011, there would not be any requirement to
hold meeting of the unsecured creditors.
[D] That at
least 21 (twenty-one) clear days before the said meetings of the
shareholders / members, secured and unsecured creditors to be held as
aforesaid, notices convening the said meetings at the place and time
aforesaid, together with a copy of the Scheme of Arrangement &
Demerger, 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
to the shareholders by Regd. Post A.D., at their respective
registered or last known addresses.
[E] That at
least 21(twenty-one) clear days before the meeting to be held as
aforesaid, notice convening the said meeting and stating that copies
of the said arrangement embodied in the said Scheme of Arrangement &
Demerger and of the statement required to be furnished pursuant to
Section 393 of the Companies Act, 1956 and the prescribed form(s) of
proxy can be obtained free of charge at the registered office of the
applicant – company or at the office of its advocate, be
inserted once each in “Indian Express” Ahmedabad Edition
in English and “Sandesh” Vadodara Edition in Gujarati –
both newspapers circulating in Ahmedabad and Vadodara and Rajkot and
that the publication of the notice of the said meetings in the
government Gazette is dispensed with.
[F] That
Mr.Rajiv Kotia, Director and failing him, Mr.Ashok Modi, Director of
the applicant – company shall be the Chairman of the meetings
of the shareholders / members, to be held at
registered office at 205, Jeet Complex, Near Jain Temple, C. G. Road,
Navrangpura, Ahmedabad on Wednesday, the 3rd
day of September, 2011 as aforesaid.
[G] That
the Chairman appointed for the aforesaid meetings do issue the
advertisements and send out the notices of the meeting as referred
to above.
[H] That
the quorum for the said meeting of the shareholders / members of the
applicant – company shall be 5 (five) shareholders / members
present in person.
[I] That
voting by proxy be permitted, provided that a proxy in the prescribed
form and duly signed by the person entitled to attend and vote at the
aforesaid meeting(s) or by his authorized representative, is filed
with the applicant – company at its registered office at 205,
Jeet Complex, Near Jain Temple, C. G. Road, Navrangpura, Ahmedabad,
not later than 48 hours before the time fixed for the relevant
meeting.
[J] That
the number or value of the shares of each of the shareholders /
members shall be in accordance with the records or registers of the
applicant – company and where the entries in the records or
registers are disputed, the respective Chairman of the meetings of
shareholders shall determine the number or value for the purposes of
the relevant meeting and his decision in that behalf shall be final.
[K] That
the Chairman of the aforesaid meeting do report the result of the
said meeting to the Court, within 14 (fourteen) days of the
conclusion of the said meetings and the said report shall be verified
by his affidavit.
3. The
application stands disposed of.
[
K. M. THAKER, J. ]
vijay
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