Srestha Vinyog Private Ltd. Vs. Rksk Steel India Ltd. - Court Judgment

Excerpt:
the court : each of the equity shareholders of both the applicant companieshas given written consents to dispense with the meetings of the shareholders ofthe applicant companies for the purpose of considering and approving the proposedscheme of amalgamation and has also consented to the proposed scheme ofamalgamation of the applicant no. 1 with the applicant no. 2 and their respectiveshareholders.however a meeting has to be held by the said shareholders of the respectiveapplicant companies in accordance with section 391 of the companies act, 1956. inmy opinion such meeting can be informal dispensing with all formalities.mr. s.p. ghose, bar at law, be appointed as a special officer for thepurpose of ascertaining the views of the shareholders of the applicant nos. 1 and2 in relation to consenting and/or approving the proposed scheme of amalgamation.the special officer shall meet the equity shareholders on tuesday, the 5thoctober, 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 officerwill be paid remuneration assessed at 600 gms.in view thereof, all formalities for convening and holding meetings ofshareholders of the applicant companies including publication of advertisement inthe newspapers, sending formal notice to shareholders, convening the formalmeetings of the shareholders, publication in the calcutta gazette are dispensedwith.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 toact on a signed photocopy of this order on the usual undertakings.

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.