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Judgment
Hrishikesh Roy, J.—Heard Mr. R.K. Agarwalla, learned counsel for the applicants.
A separate meeting of the holders of Equity shares in Sigma Spice Industries Private Ltd., the Transferee Company shall be convened and held at Satyanarayan More Market, T.R. Phookan Road, Fancy Bazaar Guwahati-781001 on 5.4.2014 at 4.00 PM for the purpose of considering, and if thought fit, approving with or without modification, a scheme of Amalgamation between the applicant companies and their respective members for the purpose of Amalgamation of Sigma Soya Industries Private Ltd. (hereinafter referred to as the "Transferor Company") with the Transferee Company. The said scheme is referred to as "the Scheme of Amalgamation.
A separate meeting of the holders of Equity shares in Sigma Soya Industries Private Ltd., the Transferor Company shall be convened and held at its Satyanarayan More Market, T.R. Phookan Road, Fancy Bazaar Guwahati-781001 on 5.4.2014 at 5.00 PM for the purpose of considering, and if thought fit, approving with or without modification, the said scheme of Amalgamation.
At least 21 (twenty one) clear days before the day appointed for the meetings an advertisement convening the same and stating that copies of the said scheme of Amalgamation and the statement required to be furnished pursuant of Section 393 of the Companies Act, 1956 and the forms of proxy can be obtained free of charge at the Registered Office of the applicant companies or at the office of their Advocate, be inserted once in the "Asomiya Pratidin" and "The Assam Tribune", Guwahati. Publication in the Gazette is dispensed with.
In addition at least 21 (twenty one) clear days before the day appointed for the meetings to be held as aforesaid, a notice convening the said meetings at the place and time as aforesaid together with a copy of the said scheme of Amalgamation, a copy of the statement required to be sent u/s 393 of the Companies Act, 1956 and the prescribed form of proxy be sent by Registered Post addressed to each of the holders of the said Equity shares in the applicant companies at their respective registered office or last known addresses.
The Advocate for the applicant companies do within 7 (seven) days from this day file in court the form of advertisement, the notice and the statement to accompany the notice and the same shall be settled by the Registrar General of this Court.
Advocate Mr. Pranabjyoti Barman, failing him, Advocate Ms. Dipamoni Kalita shall be the Chairman of the said meeting of the Equity share holders of the applicant No. 1 to be held as aforesaid, at a remuneration of Rs. 10,000/- (Rupees ten thousands) for such meeting.
Likewise Advocate Ms. Dipamoni Kalita, failing her Mr. Pranabjyoti Barman shall be the Chairman of the said meeting of the Equity share holders of the applicant No. 2 to be held as aforesaid, at a remuneration of Rs. 10,000/- (Rupees ten thousands) for such meeting.
The Chairman appointed for the said meetings or any person authorized by them do issue the notices of the meetings referred to above.
The Quorum for the said meetings of Equity share holders shall be 2 (two) persons present either personally or by proxy.
The voting by proxy be permitted, provided that a proxy in the prescribed form duly signed by the person(s) entitled to attend and vote at the meetings, is filed with the applicant companies, at their respective registered offices not later than 48 (forty eight) hours before the meetings. The Chairman shall have the power to adjourn the meetings, if necessary.
The value of each member shall be in accordance with the books of the applicant companies and where entries in the books are disputed, the respective Chairman shall determine the value for the purpose of the meetings.
The respective Chairman do report to this Court the result of the said meetings within two weeks from the date of the conclusion of the meetings and their report shall be verified by their respective affidavits.
The Chairman and all parties concerned do act on a copy of the order duly signed by an officer of this Court being served on them.
The date of the meetings be advertised in an issue of the "Asomiya Pratidin" and "The Assam Tribune", Guwahati on any date, at least 21 (twenty one) clear days prior to the date of the meetings.
The application is disposed of with the above orders.