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2015 (12) TMI 1716 - HC - Companies LawScheme of Amalgamation - Held that:- Considering the submissions advanced by the learned advocate for the petitioner, and looking to the consent letters produced at page Nos.32, 32A and 32B at AnnexureD of the application, the meetings of the Shareholders and the sole Secured Creditor of the applicant Company are not necessary and the said meetings of the Shareholders and sole Secured Creditor, are hereby dispensed with. A meeting of the Unsecured Creditors of the applicant Company shall be convened and held at the registered office of the petitioner Company at Block No.08, PhaseB, Village Dumad, Savli Road, Vadodara391740, in the State of Gujarat on Saturday, the 23rd day of January, 2016 at 1.00 p.m. (13.00 hours), for the purpose of considering, and if thought fit approving, with or without modification, the Scheme of merger of the applicant Company and their respective Unsecured Creditors. At least 21 clear days before the day appointed for the meeting to be held as aforesaid, an advertisement convening the said meetings indicating the day, the date, the place and time aforesaid and stating that copies of the said Scheme of Merger, the 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, be inserted once in English daily newspaper “Indian Express” and the Gujarati daily newspaper “Jansatta”, both Vadodara editions. Publication of the advertisement in the Gujarat Government Gazette is dispensed with. The settling and/or approval of the advertisement, the form of notice and the statement to accompany the notice by the Registrar of this Court is dispensed with. The Chairman appointed for the aforesaid meeting shall issue the notices of the meetings referred to above.The quorum for the said meeting of the Unsecured Creditors shall be five persons in person. The Voting by proxy be permitted, provided that the proxy in the prescribed form, duly signed by the person entitled to attend and vote at the meeting, is filed with the applicant Company at its registered office, not later than 48 hours before the respective meetings. The value of each Unsecured Creditor shall be in accordance with the books of the applicant Company and where the entries in the books are disputed, the Chairman shall determine the value for purposes of the meeting and his decision in that behalf shall be final.
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