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7. Mr. P. C. D. Nambiar failing him Mr. R. V. Subrahmanian failing him Mr. S. M. Kulkarni was appointed as chairman of the said meeting. Pursuant to the directions of this court, notice of the above meeting was sent individually to all the shareholders of the transferor-company together with a copy of the scheme of amalgamation, a statement under section 393 of the Companies Act, 1956, and the form of proxy. The notice for the meeting was also published in one issue of The Hindu, dated February 22, 1991, and in one issue of Dinamani of the same date. On March 18, 1991, at 10.30 a.m., a meeting of the equity shareholders of the transferor-company was held at Rani Seethai Hall, No. 603, Anna Salai, Madras-6. Mr. P. C. D. Nambiar who was appointed as chairman of the meeting presided over the meeting and submitted the result of the meeting in his report dated March 29, 1991, with annexure, marked as annexure V. It is seen from the report of the chairman of the meeting that the meeting of the shareholders was attended by 531 members, personally by 108 members and 423 members by proxy. The scheme of amalgamation was read and explained to the shareholders and was resolved by majority of 46,41,660 votes in favour and 7,700 votes against. The following resolution was passed :

12. In answer to the objections made by the objector in paragraphs (c) and (d) of the notice of opposition, Mr. T. Raghavan contended that it is for the shareholders of the company to decide whether the company should merge with another undertaking and so long as such decision has been taken in accordance with the provisions of the Act, the fact that the applicant, admittedly, holds only 200 shares and that too not acquired in the public issue but later and is not in favour of such proposal cannot be a ground for the court to decline to confirm the scheme. I see much force in the contention of Mr. T. Raghavan, learned senior counsel. It is relevant at this stage to refer to the report of the chairman of the proceedings of the meeting which would show that the meeting was attended by as any as 423 members residing outside the city of Madras and who were present by proxy and that the overwhelming majority of such shareholders approved the scheme at the meeting. The chairman's report has been filed as annexure V in these proceedings. The chairman has filed his report pursuant to the directions of this court. In his report, Mr. P. C. D. Nambiar, the chairman appointed by this court of the meeting of the equity shareholder of the company has stated that the meeting was attended personally by 108 shareholders and in proxy by 423 shareholders of the company in question entitled together to 46,59,260 equity shares of Rs. 10 each aggregating to Rs. 4,65,92,600. It is further seen in the report that the salient features of the arrangement being the scheme of amalgamation of Cetex Petrochemicals Limited with KEC International Limited were explained to the members present at the meeting. The members present at the meeting approved the scheme of amalgamation submitted at the meeting. It is also stated in the report that while several shareholders were of the opinion that the arrangement, viz., the scheme of amalgamation submitted at the meeting. It is also stated in the report that while several shareholders were of the opinion that the arrangement, viz., the scheme of amalgamation, should be approved, some shareholders opposed the proposal may be dropped and certain others ought clarifications. The queries/clarifications raised were explained to the members and, after due deliberations and discussions, the resolution was put to vote by ballot and 46,41,660 were the votes polled in favour of the proposed scheme of amalgamation being adopted and carried into effect (without modification), which represent that 99.8% of the members present had voted for the amalgamation. Six thousand four hundred and eight shareholders owning shares of Rs. 46,41,660 have voted in favour of the scheme of amalgamation and only fifty-four persons owning only Rs. 7,700 shares have voted against the proposed scheme of amalgamation being adopted and carried into effect (without modification). The chairman has also referred in his report to the report of the three scrutineers, viz., Mr. P. Balakrishnan, Mr. Divyesh I. Shah and Mr. R. Lakshmanan. All the three scrutineers have, on March 18, 1991, addressed a letter to the chairman appointed for the meeting of the members of Cetex Petrochemicals Limited for confirmation that the ballot box was duly sealed, after the casting of votes, in front of the and that the same was unsealed at the registered office, at No. 12, Bishop Wallers Avenue (East), Mylapore, Madras-4, on the same day March 18, 1991, at 2.30 p.m. for scrutiny and counting of votes. Proxy forms were also verified and, after scrutiny was completed, a report was made at 11.45 p.m. The said letter was signed by all the abovenamed scrutineers, including Mr. R. Lakshmanan, the only objector in this court opposing the scheme of amalgamation. It is also relevant to extract the circular submitted by the to the chairman appointed for the meeting. The circular in the form of a report, dated March 18, 1991, is reproduced hereunder :