कंपनी ऍप्लिकेशन ३७३ /२००० फॉर रुप्मंग्लम इनवेस्टमेंट PVT LTD

RUPMANGALAM INVESTMENT LTD। Versus । -------------------------------------------------------------- Appearance: MRS SWATI SOPARKAR for Petitioner -------------------------------------------------------------- CORAM : MR।JUSTICE P।B.MAJMUDAR Date of Order: 18/10/2000 ORAL ORDER #. Heard the learned advocate Ms.Soparkar. #. It has been stated in para 10 of the petition that, so far as the members of the applicant company are concerned, all the equity shareholders have given their consent in writing agreeing to the scheme of amalgamation of the applicant company with the transferee company and that they have also given up their right to attend the meeting for the purpose of considering such resolution. In view of the aforesaid facts, especially when such written consent have been given by the equity shareholders, it is not necessary to convene the meeting of the equity shareholders for the purpose of considering the scheme of amalgamation. #. So far as preference shareholders are concerned, a meeting of the preference shareholders of the company shall be convened and held at 815, Siddharth Complex, Nr.Express Hotel, R.C.Dutt Road, Vadodara - 390 005 on Monday, the 20th day of November 2000 at 11.30 a.m. for the purpose of considering and if thought fit, approving, with or without modifications, the compromise or arrangement in the nature of amalgamation of the applicant company with Span Medicals Limited. #. That at least 21 clear days before the day appointed for the meeting, an advertisement convening the same and stating that copies of the said compromise or arrangement and of the statement required to be furnished pursuant to Section 393 and forms of proxy can be obtained free of charge at the registered office of the company at Vadodara or at the office of the Advocate for the company, be inserted once in "Jansatta" Vadodara Edition and the "Indian Express" Vadodara Edition and the notice to be inserted in the Gazette is dispensed with. #. That, in addition, at least 21 days before the meeting to be held as aforesaid, a notice convening the said meeting at the place and time aforesaid, together with a copy of the compromise or arrangement, a copy of the statement required to be sent under Section 393 and the prescribed form of proxy, shall be sent by pre-paid letter post under certificate of posting addressed to each member at his respective registered or last known address. #. That Shri Jatinbhai R.Jalundhwala, or failing him Shri Kiritbhai Kanjaria shall be the Chairman of the meeting to be held on 20th November,2000 as aforesaid. #. The Chairman appointed for the meeting do issue the advertisement and send out the notices of the meeting referred to above. #. That the quorum for the said meeting shall be three persons present in person or through proxies. #. 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 meeting, is filed with the company at its registered office at Vadodara not later than 48 hours before the meeting. ##. That the value of each member shall be in accordance with the books of the company, and, where the entries in the books are disputed, the Chairman shall determine the value for purpose of the meeting. ##. And it is further ordered that the Chairman do report to this court the result of the said meetings within 14 days of the conclusion of the meeting and the said reports shall be verified by his affidavit. ##. That since all the equity shareholders have already given their approval to the proposed scheme in writing their meeting is hereby dispensed with as prayed in para A of the Judges' Summons. (P.B.Majmudar,J) (pathan)