Full Judgment
ORDER
SHEET C.A.301 of 2013 With C.A.1053 of 2011 IN THE HIGH COURT AT CALCUTTA ORIGINAL JURISDICTION IN THE MATTER OF: MONO HERBICIDES LTD.& ORS.BEFORE: The Hon'ble JUSTICE SOUMEN SEN Date:
6. h September, 2013.
Appearance: Mr.S.N.Mukherjee, Sr.Adv.Mr.D.Sharma, Adv.The Court: In a proceeding arising out of a scheme of amalgamation an order was passed on 1st December, 2011, for advertisements being published in the newspapeRs.The aforesaid order was modified on 23rd December, 2011.
Following the said ordeRs.meetings of the equity share-holders of the applicant company were held and convened at the Associations of Corporate Advisory and Executive Board, Lions Range, 3rd Floor, Unit 2, Kolkata-700001.
Such meetings were held under the supervision of the Chairpersons duly appointed under the order dated 1st December, 2011.
The Chairpersons thereafter prepared their reports.
The said meetings were held on 7th January, 2012.
The Chairpersons have duly affirmed an affidavit on 9th January, 2012.
However, the said reports were not filed in the Company Department of this Court in time.
It is stated that the said reports were misplaced from the custody of the clerk attached to the office of the Advocate-on-Record of the applicants which, however, were subsequently found.
After the scheme of amalgamation was modified by all the shareholders of the applicant company, there were differences that had cropped up between the management of the applicant no.6 and the management of the other applicants.
The applicant no.6, by a letter dated 19th January, 2012, objected to sanction of the scheme of amalgamation.
However, such differences were ironed out through negotiations and finally in October 2012 there was a change of management of the applicant no.6.
Thereafter, the applicant no.6 obtained a legal opinion with regard to the fate of the scheme when there was advice to file the present petition for condonation of delay obtaining an extension of time so as to give effect to the scheme.
Pursuant to the observation made by this Court, the applicants have filed two supplementary affidavits, affirmed on 6th August, 2013 and 20th August, 2013.
In the fiRs.supplementary affidavit affirmed on 6th August, 2013, the deponent stated that the deponent was authorised to verify the petition and affirm the affidavit.
The extracts of the relevant Board resolution are annexed to the fiRs.supplementary affidavit.
In the second supplementary affidavit it has been stated that the shareholding pattern of the applicant no.2 subsequent to the change of management had remained the same and a chart duly certified by a Director and authorised representative of the applicant no.6 is annexed to the second supplementary affidavit.
In view of the aforesaid, the reports of the Chairpersons could not be filed and consequently the confirmation application also could not be filed.
After hearing Mr.S.N.Mukherjee, learned Senior Advocate along with Mr.Sharma, appearing on behalf of the applicants, this Court is satisfied with the explanation offered by the applicants.
In view thereof, subject to the payment of the cost assessed at Rs.10,000/to be paid to Bharat Sevashram Sangha there shall be an order in terms of the prayers (a).(b) and (c) of the Judge’s Summons and the petitioner shall pay the aforesaid cost to Bharat Sevashram Sangha for Uttaranchal Relief Fund on or before 10th September, 2013.
This application is disposed of.
(SOUMEN SEN, J.) sg2