Patton International Ltd. Vs. Patton Securities Pvt. Ltd. - Court Judgment

Excerpt:
the court : each of the equity shareholders of both the applicant companies has given written consent to dispense with the meeting of the shareholders of the applicant companies for the purpose of considering and approving the proposed scheme of arrangement and have also consented to the proposed scheme of arrangement of the applicant company no.1 with the applicant company no.2. however, a meeting has to be held by the said shareholders of the applicant company no.1 and applicant company no.2 in accordance with section 391 of the companies act, 1956. in my opinion such meeting can be informal, dispensing with all formalities. mr. p.n. dutta, sr. advocate, bar library club, be appointed as a special officer for the purpose of ascertaining the views of the shareholders of both the applicant companies in relation to consenting and/or approving the proposed scheme of arrangement. the special officer shall meet the equity shareholders and shall file his report before the court by 10th november, 2010 when the matter shall appear in the list as company matters new. the special officer will be paid remuneration assessed at 600 gm. in view thereof, all formalities for convening and holding meetings of shareholders of the applicant companies including publication of advertisement in the newspapers convening the meeting of shareholders are dispensed with. special officers and all parties concerned are to act on a signed photocopy of this order upon the usual undertakings.

Judgment:
The Court : Each of the Equity Shareholders of both the Applicant Companies has given written consent to dispense with the meeting of the shareholders of the Applicant Companies for the purpose of considering and approving the proposed Scheme of Arrangement and have also consented to the proposed Scheme of Arrangement of the Applicant Company No.1 with the Applicant Company No.2. However, a meeting has to be held by the said shareholders of the Applicant Company No.1 and Applicant Company No.2 in accordance with Section 391 of the Companies Act, 1956. In my opinion such meeting can be informal, dispensing with all formalities.

Mr. P.N. Dutta, Sr. Advocate, Bar Library Club, be appointed as a Special Officer for the purpose of ascertaining the views of the shareholders of both the Applicant Companies in relation to consenting and/or approving the proposed Scheme of Arrangement. The Special Officer shall meet the Equity Shareholders and shall file his report before the Court by 10th November, 2010 when the matter shall appear in the list as Company Matters New.

The Special Officer will be paid remuneration assessed at 600 GM. In view thereof, all formalities for convening and holding meetings of shareholders of the Applicant Companies including publication of advertisement in the newspapers convening the meeting of shareholders are dispensed with.

Special Officers and all parties concerned are to act on a signed photocopy of this order upon the usual undertakings.