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COMA/368/2011 5/ 5 ORDER
IN
THE HIGH COURT OF GUJARAT AT AHMEDABAD
COMPANY
APPLICATION No. 368 of 2011
=========================================
ARVIND
LTD
Versus
Blank
Name
=========================================
Appearance
:
MRS SWATI SOPARKAR for
Applicant
None for
Respondent
=========================================
CORAM
:
HONOURABLE
MR.JUSTICE K.M.THAKER
Date
: 06/07/2011
ORAL
ORDER
Upon the application of
the abovenamed Resulting / Transferee Company by summons dated 4th
July 2011, filed under Sections 391 to 394 of the Companies Act,
1956, upon hearing Smt.Swati, Soparkar, learned advocate for the
applicant Company and upon reading of the affidavit dated 4th
July 2011, 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 arrangement), it is ordered :
[1] That a meeting of
the Secured Creditors of the applicant –
Company shall be
convened and held at the registered office of the applicant –
Company at Arvind Mills Premises, Naroda Road, Ahmedabad 380 025 in
the State of Gujarat on Thursday, the 11th day of August
2011 at 11.30 a.m., for the purpose of considering and if thought
fit, approving with or without modifications, the proposed Composite
scheme of Arrangement in the nature of De-merger and Transfer of
Investment Division of Asman Investments Limited, the De-merged
Company to Arvind Limited and amalgamation of the Arvind Products
Limited, the Transferor Company with Arvind Limited, as proposed
between the applicant – Company and its creditors.
[2] That a meeting of
the Equity Shareholders of the applicant – Company shall be
convened and held at Thakorbhai Desai Hall, Near Law Garden,
Ellisbridge, Ahmedabad 380 006 in the State of Gujarat on Friday, the
12th day of August 2011 respectively at 9.30 a.m., for the
purpose of considering and if thought fit, approving with or without
modifications, the proposed Composite scheme of Arrangement in the
nature of De-merger and Transfer of Investment Division of Asman
Investments Limited, the De-merged Company to Arvind Limited and
amalgamation of the Arvind Products Limited, the Transferor Company
with Arvind Limited, as proposed between the applicant –
Company and its shareholders.
[3] 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 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 Book Post,
addressed to each of the Equity Shareholders and Secured Creditors
of the applicant – Company, at their last known address.
[4] 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 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’s office i.e.
301, Shivalik-10, Opp. SBI Zonal Office, Near Old Excise Chowky, S.
M. Road, Ambavadi, Ahmedabad 380 015 once each in the Indian Express,
English daily and Gujarat Samachar, Gujarati daily (bothy Ahmedabad
edition).
[5] Shri
Anangbhai Lalbhai, the Chairman and Managing Director of the
applicant – Company, and failing him Shri Jayeshbhai K. Shah,
the Director and Chief Financial Officer of the applicant –
Company, and failing him Shri Jagdishbhai G. Dalal, Authorized
Officer of the applicant – Company shall be the Chairman of the
aforesaid meetings to be held respectively on 11th and
12th August 2011 and in respect of any adjournment or
adjournments thereof.
[6] 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 meetings including an amendment to the
Scheme or resolution, if any, proposed at any of the meetings by any
person(s); adjourning any of the meetings to another day, if so
required and to ascertain the decision of the meeting on a poll.
[7] That
the quorum for the meetings of Equity Shareholders shall be 5 (five)
members, present either in person or through proxy, whereas for the
meeting of Secured Creditors, the quorum shall be 2 (two) of the
Secured Creditors, present through authorized representative or
through proxy.
[8] That
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 meeting, 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 meeting.
[9] 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 that of the
creditor shall be as per the 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 meeting and his decision in that behalf would be
final.
[10] That
the Chairman do report to this Court, the result of the said meetings
within 14 days of the conclusion of the meetings and the said report
shall be verified by his affidavit.
[11] The
application is hereby disposed of.
[
K. M. THAKER, J. ]
vijay
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