- (1.) This is an application for sanction of a scheme of amalgamation between the petitioner companies and their respective shareholders and for consequential orders. It was seriously contested by the Central Government represented by the Registrar of the Companies and by the Calcutta and Bombay Stock Exchanges. Before dealing with their objections, the facts have to be noted
(2.) Each of the petitioners took out an application under section 391 of the Companies Act 1956 (hereinafter the Act ) asking the court to convene a meeting of the shareholders of each company to consider their approval of the proposed scheme. By orders dated 29th April 2010 and 6th May 2010 in those applications such meetings were directed to be convened according to the Act and the Companies Court (Rules) 1959. Prior to that the respective Boards of Directors of the petitioners passed resolutions on 28th January 2010 approving the scheme. On 26th February 2010 such resolution of the Board was filed with interalia the Calcutta and Bombay Stock Exchanges in accordance with the listing agreement between the petitioner no. 2 and them. The petitioner No. 1 was not a listed company. After the above two orders were passed by the court the petitioner company No. 2 by its letter dated 8th May 2010 also served notices convening the meetings on inter alia these two Stock Exchanges.
(3.) The meeting of each of the companies was held on 31st May 2010 at the auditorium of the building Vishwakarma , at 86C Topsia Road (S), Kolkata 46. The meeting of the petitioner No.1 was held at 10.30 A.M. and of the petitioner No. 2 at 11 A.M. After each meeting, a poll was conducted by the chairperson. The seven equity shareholders of the petitioner No. 1 representing 100% in value of the shareholders voted unanimously in favour of the resolution. 250 equity shareholders of the petitioner No. 2 representing 85.875% in value of the shareholders voted in favour of the resolution; 17 equity shareholders representing 14.125% of such value voted against. 17 votes were declared invalid.;