G.V. FILMS LTD. Vs. STATE

JUDGEMENT

(1.) GV Films Ltd., hereinafter referred to as 'demerged company', is the petitioner in C.P. No. 96 of 2008 ; GV Studio City Ltd., (hereinafter referred to as 'first resulting company'), is the petitioner in C.P. No. 97 of 2008 and GV New Media Technologies Ltd., (hereinafter referred to as 'second resulting company'), is the petitioner in C.P. No. 98 of 2008.

(2.) C .P. No. 96 of 2008 is filed by GV Films Ltd., under Sections 391 to 394 of the Companies Act, 1956, to sanction the scheme of arrangement, whereby, GV Studios Division of GV Films Ltd., the petitioner in C.P. No. 96 of 2008, is proposed to be hived off and transferred to the company known as GV Studio City Ltd., the petitioner in C.P. No. 97 of 2008, and GV New Media Technologies Division of the demerged company is proposed to be demerged and transferred to the company known as GV New Media Technologies Ltd., the petitioner in C.P. No. 98 of 2008.

(3.) BY order dated November 29, 2007 in C.A. No. 3066 of 2007, Justice S. Rajeswaran directed the demerged company to convene a meeting of the equity shareholders of the demerged company for the purpose of considering and, if thought fit, approving, with or without modification, a scheme of arrangement between GV Films Ltd., the demerged company and GV Studio City Ltd., first resulting company and GV New Media Technologies Ltd., the second resulting company appointing Justice K. Govindarajan as the chairman of the said meeting. Notice of the meeting was advertised in The Hindu Business Line on December 29, 2007 (Chennai edition) and in Malai Murasu on December 29, 2007. The resolution passed was informed to this Court through the report of the learned chairman.