Present application is moved by the applicant - ADANI ENTERPRISES LIMITED (Transferee Company) in the proposed Scheme of Amalgamation amalgamating seven transferor Companies viz. Adani Infrastructure Services Private Limited, Advance Trades Private Limited, Adani Tradelink Private Limited, Pride Trade and Investment Private Limited, Trident Trade and Investment Private Limited, Radiant Trade and Investment Private Limited and Ventura Trade and Investment Private Limited WITH Adani Enterprises Limited - the applicant (Transferee Company).
Upon the application of the abovenamed Company by summons dated 3rd May, 2010, filed under Sections 391 to 394 of the Companies Act, 1956, upon hearing Mr.Saurabh Soparkar, learned Senior Advocate appearing with Smt.Swati Soparkar, learned advocate for the applicant Company and upon reading of the affidavit dated 1st May, 2010, 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-E being a copy of the proposed scheme of Amalgamation), IT IS ORDERED:-
That meeting of the equity shareholders of the applicant Company shall be convened and held at 7th Floor, Shikhar , Near Adani House, Mithakhali Six Roads, Navrangpura, Ahmedabad 380 009 in the State of Gujarat on Thursday, 10th day of June, 2010 at 11.00 a.m. for the purpose of considering and if thought fit, approving with out without modifications, the proposed Scheme of Amalgamation of Adani Infrastructure Services Private Limited, Advance Trades Private Limited, Adani Tradelink Private Limited, Pride Trade and Investment Private Limited, Trident Trade and Investment Private Limited, Radiant Trade and Investment Private Limited and Ventura Trade and Investment Private Limited WITH Adani Enterprises Limited.
That at least 21 clear days before the meeting to be held as aforesaid, NOTICE convening the said meeting, including 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 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 meeting to be held as aforesaid, NOTICE convening the said meeting 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 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, S.M. Road, Ambawadi, Ahmedabad 380 015 once each in The Indian Express, English daily, Ahmedabad edition and Sandesh, Gujarati daily, Ahmedabad edition.
Jadeja, the Deputy Registrar, Gujarat High Court and failing him, Mr.J.N. Martins, the Assistant Registrar, Gujarat High Court, shall be the Chairman of the aforesaid meeting to be held on 10th June, 2010 and in respect of any adjournment or adjournments thereof.
That the Chairman appointed for the aforesaid meeting do issue advertisement and send out notices of the said meeting referred to above. It is further directed that the Chairman of the meeting 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 meetings by any person(s) and to ascertain the decision of the meeting on a poll.
That the quorum for the meetings shall be 5 (five) members for the said meeting of the equity shareholders, present in person or through proxy.
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 meetings, or by his authorized representative, is filed with the applicant Company at its registered office at Ahmedabad, not later than 48 hours before the said meeting.
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 meeting shall determine the value or number for the purposes of the meeting 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 meeting and the said Report shall be verified by his affidavit.
The applicant is hereby directed to deposit an amount of Rs.10,000=00 (Rupees Ten Thousand only) with the registry of this Court towards the cost to be paid to the Chairman, on or before 18/5/2010.
Present application stands disposed of accordingly.
SHAH, J.] rafik Top