Document Fragment View

Matching Fragments

(f) By an order dated 25.9.2008, passed in C.A.Nos.2377 and 2378 of 2008, this Court ordered a meeting of the shareholders and the meeting of the secured creditors to be convened, for considering the Scheme of Amalgamation. Accordingly, two meetings, (one, of the shareholders and the other, of the secured creditors) were held on 31.10.2008.
(g) As per the report of the Chairman of the meeting, five equity shareholders viz., (i) the promoter R.Subramanian, (ii) his father, (iii) his mother, (iv) a company by name Cash and Carry Wholesale Traders Pvt. Ltd., and (v) Zash Investment and Trading Co. Pvt. Ltd., who altogether hold 2,26,55,971 shares participated in the meeting and approved the Scheme without any modification. It is relevant to note here that the company Cash and Carry Wholesale Traders Pvt. Ltd., is a closely held Private Limited company, of which R.Subramanian is the key operator. In so far as Zash Investment and Trading Co. Pvt. Ltd., is concerned, an authorised representative of the company had already signed blank proxy forms and handed them over to the representative of the transferor and hence their participation in the meeting was through their proxy.

50. However, I do not think that Zash Investment can really make a mountain out of a mole hill, for two reasons. The first is that the transferor company had made paper publications, in one edition of the English daily 'Business Line' and in one edition of the Tamil daily 'Daily Thanthi' on 07.10.2008. Even the individual notice sent by the transferor, for the Court convened meeting, was admittedly served on Zash Investment, on 29.10.2008, as seen from the admission made by them in paragraph 4.4 of the rejoinder filed on 24.4.2009. The second is that even according to Zash, their authorised representative had handed over signed unfilled proxy forms to R.Subramanian. Though it was contended by the learned counsel for Zash that the proxy form is of no value, as it did not contain any indication of the nature of the meeting, a perusal of the proxy form shows that there was a clear mentioning of the date, time, venue and the purpose of the meeting. Therefore, today, Zash Investment cannot be heard to contend that there was no participation on their behalf in the Court convened meeting of the members held on 31.10.2008.