1. - The applicant Aksh Optifibre Limited, filed this application under sections 391 and 394 of the Companies Act, 1956 (hereinafter shall be referred to as 'the Act of 1956') for a direction of the Court as to the method of convening, holding and conducting the meeting of the equity shareholders, unsecured creditors and secured creditors of the applicant company, as to the notices and advertisement to be issued, for the purpose of considering and, if thought fit, approving with or without modification, the scheme of amalgamation between Aksh Broadband Limited (transferor Company) and Aksh Optifibre Limited (Transferee Company).

2. That the applicant company was incorporated on 19-3-1986 under the name and style of Aksh India Private Limited with the Registrar of Companies, NCT of Delhi and Haryana and was converted into a Public Limited Company on 13-3-1994 vide Special Resolution passed on 8-3-1994. Thereafter with effect from 7-2-2000 the transferee company shifted its registered office from the NCT of Delhi to the State of Rajasthan.

3. The position authorised issued, subscribed and paid-up capital of the applicant company as on date is detailed out in para No. 6 of the application.

4. The main objects of the applicant company as set out in the object clause of its Memorandum of Association, have been detailed out in para No. 5 of the application. The copy of the latest audited annual accounts of the applicant company has been submitted as Annexure C to the application.

5. That the petitioner company in the meeting of the Board of Directors approved the scheme of amalgamation in the resolution marked as Annexure D with the application.

6. Having heard the learned Counsel for the applicant, on perusal of the entire application, it is ordered that the separate meeting of the equity shareholders, unsecured creditors and the secured creditors of the applicant company for the purpose of considering and if thought fit, approving with or without modifications, the proposed scheme of amalgamation between Aksh Broadband Limited (Transferor Company) and Aksh Optifibre Limited (Transferee Company) shall be convened and held as per the following, schedule -

Name

 Date and time

 Place 

Equity Shareholders

 18-11-2006 at 11.00 hrs.

 F-1080 RIICO Industrial Area Phase III Bhiwadi (Raj.)

Unsecured creditors

 18-11-2006 at 13.00 hrs.

 F-1080 RIICO Industrial Area Phase III Bhiwadi (Raj.)

Secured creditors

 17-11-2006 16.00 hrs.

 Enkay Towers, Vanijiya Nikunj Udyog Vihar III Gurgaon.

7. That at least 21 clear days before the days fixed for the meetings an advertisement convening the same and stating that copies of the said proposed scheme of amalgamation required to be furnished shall be furnished pursuant to Section 393 of the Act, 1956 and forms of proxy can be obtained free of charge at the office of the applicant company or from the office of its advocates be advertised once in the dailies, namely, English News paper Financial Express (New Delhi Edition) and Hindi News paper Dainik Navjyoti (Jaipur Edition).

8. That at least 21 clear days before the meetings to be held as aforesaid a notice convening the said meetings at the place and time aforesaid, together with the copy of the said scheme of amalgamation, a copy of the statement required to be sent under Section 393 of the Act, 1956 and the prescribed form of proxy, shall be sent by pre-paid post under certificate of posting addressed to each of the equity shareholders, unsecured creditors and secured creditors, whose meetings are to be held at the venue mentioned above.

9. That the advocates for the applicant company do, within the time as they consider necessary and at least within three days, file in Court the forms of the advertisement, the notices and statement to accompany the notices, and the same shall be settled by the Registrar of this Court.

10. Shri Vaibhava Gehlot, Advocate, Rajasthan High Court, Bench Jaipur shall be the Chairman of