- (1.) Applicant No. 1 submits that the holding of the meeting of its equity shareholders may be dispensed with as there are only two shareholders who have signified their consent, which is appended to the petition. I have considered Section 391, which empowers the court to convene a meeting in such manner as the court thinks fit. Thereafter, Sub-section (2) provides for a procedure to hold such a meeting. I have also considered Rule 6 of the Companies (Court) Rules, 1959, which recognises the practice or procedure followed by the court or by the Code of Civil Procedure, 1908. Rule 9 retains the inherent power to the court to prevent an abuse of process. Chapter XL, Rule 3 of the Original Side Rules of our court says that the practice followed by the court, which is not provided by or contrary to the Rules be continued. Our court on its original side does follow the practice of dispensing with the formalities in appropriate cases, when the facts of the case so demand or when justice so requires. We often dispense with the formalities in getting an appeal ready for hearing. In winding up applications, we ask the parties to serve a copy of the petition upon the company, thus dispensing with service by the court; we dispense with drawing up and service of Writ Rules, and so on. Therefore, on a reading of Section 391 with the aforesaid provisions the court has the power in appropriate cases to dispense with some formalities prescribed in the Rules. However, the court does not have the power to dispense with the mandate of the statute. The meeting cannot be dispensed with as it is a statutory requirement. A meeting has to be held, even if informal under Section 391 for the purpose of adopting the scheme.
(2.) I am inclined to dispense with all formalities regarding convening, e.g., notice and advertisements, in this case, as there are only two shareholders. Such dispensation is necessary in the interests of justice and to avoid unnecessary costs, delay and hardship. Therefore, as far as applicant No. 1 is concerned Mr. Subimal Mukherjee, advocate, c/o. Fox Mondal Advocates is appointed a special officer to hold a meeting of the shareholders of the company to ascertain their consent to the scheme and file a report in this Court within three weeks from date. He will be paid a remuneration of 500 GMs by applicant No. 1.
(3.) A meeting of the equity shareholders of Pragal Investments P. Ltd., being applicant No. 2 herein shall be convened and held at 5 and 6 Fancy Lane, Kolkata-700 001, on Saturday, August 7, 2010, at 11.00 a.m., for the purpose of considering, and if thought fit, approving, with or without modification, the proposed scheme of arrangement for amalgamation between applicant-company Nos. 1 and 2 and their respective shareholders.;