KUSUM PRODUCTS LIMITED Vs. STATE OF BIHAR
HIGH COURT OF CALCUTTA
IN RE: KUSUM PRODUCTS LIMITED
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Shyamal Kumar Sen, J. -
(1.)This is an application under Sections 391 and 394 of the Companies Act, 1956, for sanction of a scheme of amalgamation between the petitioners, Kusum Products Ltd. and Kusum Agrotech Ltd., (hereinafter referred to as "KATL"), whereby and whereunder the entire undertaking of petitioner No. 2, Kusum Agrotech Ltd., together with all the assets and liabilities as a going concern will be transferred to and vested in petitioner No. 1, Kusum Products Ltd., on the terms and conditions fully mentioned in the scheme of amalgamation being annexure A to the petition.
(2.)By an order dated June 28, 1995, direction was issued for holding separate meetings of the equity shareholders of the petitioner-companies to be held on August 4,1995, for the purpose of considering and if thought fit approving with or without modification the scheme of amalgamation and appointing a chairperson to convene and hold the said meetings and to report the results thereof to this court,
(3.)The meeting of the equity shareholders of the transferee-company, petitioner No. 1, Kusum Products Ltd., was held on August 4, 1995. The said meeting was attended by 26 equity shareholders holding 39,15,936 equity shares which constitutes 99.50 per cent. of the total value of the issued share captial of petitioner No. 1. All the equity shareholders present in the meeting and holding equity shares voted in favour of the said scheme being adopted and carried into effect without any modification. No shareholder voted against the scheme. In the premises, the said scheme was approved without any modification both in number and value by the requisite majority of the equity shareholders of the transferee company. The report of the chairman of the said meeting has been annexed and marked "G" to the petition.
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