Judgment:
THE COURT : Each of the Equity Shareholders of both the Applicant Companies
has given written consents to dispense with the meetings of the shareholders of
the Applicant Companies for the purpose of considering and approving the proposed
Scheme of Amalgamation and has also consented to the proposed Scheme of
amalgamation of the Applicant No. 1 with the Applicant no. 2 and their respective
shareholders.
However a meeting has to be held by the said shareholders of the respective
Applicant Companies in accordance with Section 391 of the Companies Act, 1956. In
my opinion such meeting can be informal dispensing with all formalities.
Mr. S.P. Ghose, Bar at Law, be appointed as a Special Officer for the
purpose of ascertaining the views of the shareholders of the Applicant Nos. 1 and
2 in relation to consenting and/or approving the proposed Scheme of Amalgamation.
The Special Officer shall meet the Equity Shareholders on Tuesday, the 5th
October, 2010 at 4.30 p.m. at 10, K.S. Roy Road, 2nd Floor, Room No. 35, Calcutta
- 700001 and shall file his/her report on 6th October, 2010. The Special Officer
will be paid remuneration assessed at 600 Gms.
In view thereof, all formalities for convening and holding meetings of
shareholders of the Applicant Companies including publication of advertisement in
the newspapers, sending formal notice to shareholders, convening the formal
meetings of the shareholders, publication in the Calcutta Gazette are dispensed
with.
Summons be signed as on date. The matter is made returnable on 6th October,
2010.
Special Officers and all parties concerned including the department are to
act on a signed photocopy of this order on the usual undertakings.