Document Fragment View

Matching Fragments

5(i) STSL had filed CP 239 of 2008 under Section 391-394 of the Companies Act for merger of the Complainant with another company. The first Accused company had given its consent for the said merger along with its consent for certain other arrangements proposed by the complainant. This Court dealing with the company matters ordered that the meeting of the shareholders of STSL be convened on 31.10.2008 to consider the scheme proposed. STSL had sent the the notice of the meeting along with the Attendance slip and proxy forms to the first accused. As the first accused was unable to attend the meeting in person the first accused had issued proxy in favour of the complainant to act on behalf of the first accused at the meeting of shareholders on 31.10.2008 and to vote at the meeting in respect of the shares of STSL held by the first accused.

5(ii) The proxy of the first accused had participated in the meeting and voted in favour of the scheme and the facts in this regard were set out in the minutes of the meeting filed by STSL before the company Court in the proceedings in CP 239 of 2008. In 2009 the first accused had informed STSL that it was withdrawing the consent to the Scheme of Amalgamation and thereafter the first accused had filed an affidavit in opposition to the scheme of amalgamation proposed on CP 239 of 2008 before this Court. In the affidavit in reply filed by the first accused through the second accused took a false stance that it is as a result of this delay in receipt of the Notice by this Objector that this Objector could neither attend the Court Convened Meeting nor appoint proxy to attend the same, as though no proxy was at all issued by the first accused in respect of the meeting dated 31.10.2008 in favour of the complainant. The learned counsel for the quash petitioners also took up a similar stance in the proceedings in the Court in respect of the said matter. This Court in its order dated 25.10.2010 passed an order stating that the learned counsel appearing for Zash Investment, also raised a dispute with regard to the claim of the transferor that the meeting of the members held on 31.10.2008 was attended by Zash. This contention stems from a contradiction between the contents of the report of the Chairman of the meeting and the contents of the counter affidavit filed by R.Subramanian. As such it is evident that the contention that the Proxy was not issued validly on behalf of the first respondent or that it had issued proxy only in blank and it was not intended for the meeting of 31.10.2008 in respect of the merger have all been held to be false by this Court. The denial of issue of proxy by the first accused amounted in effect to casting aspersions on the truthfulness of the minutes of the meeting filed by the complainant as the Chairman of the said meeting and the acts done by the complainant as the Proxy. It is now evident that contrary to its claim in the reply affidavit the fact that a valid proxy was given by the first accused and that there is no truth in the contention of the first accused that either the proxy form was not issued or was issued signed in blank in respect of the meeting details have all been determined by this Court and as there is no appeal filed in this regard by the accused the said finding has become final. 

	(i)    Cash and Carry Wholesale Traders Private Limited,
	(ii)   R.Subramanian, 
	(iii)  G.S.Ramaswami, 
	(iv)   Mohana Ramaswami, and 
	(v)    Zash Investment and Trading Company Private Limited attended the meeting.
However, in the counter affidavit filed by R.Subramanian to the application taken by Zash Investment, he had taken a stand that Zash Investment did not attend the meeting. But, this contradiction was later explained in the form of an affidavit.
50. .... according to Zash, their authorisedrepresentative had handed over signed unfilled proxy forms to R.Subramanian. Though it was contented 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 proy 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.