In Re: Sundaram Clayton Ltd.

P.R. Shivakumar, J.—This company application praying this court :

(a) That a meeting be held of the equity shareholders of the applicant-company at the "Music Academy", New No. 168 (Old No. 30), TTK Road, Chennai-14, or at such other place within the city in which the registered office of the applicant is situated on such day and at such time as may be directed by this High Court for the purpose of considering, and if thought fit, approving, with or without modification(s), the arrangement embodied in the proposed composite scheme of arrangement including amalgamation and demerger among Sundaram Clayton Ltd., and Anusha Investment Ltd., and Sundaram Investment Ltd., and their respective shareholders under sections 391 to 394 of the Companies Act, 1956.

(b) That directions may be given as to the method of convening, holding and conducting meeting of the equity shareholders of the applicant-company and as to the notices and advertisements to be issued.

(c) That a chairman (or chairmen) may be appointed for the said meeting of equity shareholders of the applicant-company, who shall report the result thereof to this court.

This company application coming on this day before this court for "being mentioned" in the presence of Mr. S. K. Srinivasan, advocate for the applicant herein, and the orders herein dated March 30, 2012 and the court made the following order :

In the above application, an order was passed on March 30, 2012, directing to convene the meeting of the equity shareholders of the applicant-company, fixing the venue, date and time of the meeting as Music Academy, New No. 168, (Old No. 306), TTK Road, Chennai-600 014, May 18, 2012 and 10.30 a.m., respectively. Necessary direction regarding publication to be made in the newspapers and the time gap between the publication and the date of meeting has also been incorporated in the order. Coram has also been indicated and chairman of the meeting has also been fixed. The order does not contain further directions regarding the mode of giving notice and other details. However, the office drafted an order on the basis of Form 35. Hence there are certain discrepancies found between the original order passed by the learned judge and the draft order signed by the Deputy Registrar.

Of course, if it is a non-detailed order, then a detailed order can be drafted by the office in tune with the order of the Judge, While doing so, the arrangement of paragraphs in the original order should not be disturbed. Any further particulars should be placed in the subsequent paragraphs and there should not be jumbling of paragraphs found in the original order while drafting the order by the office. In this regard, it shall be better to incorporate a clause in the original order itself that an order shall be drafted in accordance with the terms of the order and in terms of the relevant form subject to the modifications indicated specifically in the order. The absence of such an indication in the order has provided room for difficulty to the applicants in effecting service of notice on the shareholders.

As per paragraph No. 3 of the draft order, notice has been directed to be sent to each one of the equity shareholders to their respective last known addresses as registered in the books of the company under certificate of posting. Learned counsel has now come forward with a plea that the applicant is not in position to comply with the said direction found in the draft order as the Postal Department has discontinued the scheme of issuing certificate of posting. A copy of the notification of the Government of India dated February 23, 2011, has been produced. In view of the same, it is obvious that the said condition found in paragraph 3 of the draft order cannot be complied with.

Hence, this court, by way of clarification directs that the mode of service on the shareholders shall be by registered post. The order shall stand modified to that effect. In all other respects, the order shall be intact without any modification. Witness, the hon''ble Thiru M. Yusuf Eqbal, Chief Justice of Madras High Court, aforesaid this the April 17, 2012.