IN THE HIGH COURT OF JUDICATURE FOR RAJASTHAN AT JAIPUR BENCH JAIPUR. ORDER In S.B. Company Application No. 21 of 2008 IN THE MATTER OF THE COMPANIES ACT 1956 AND IN THE MATTER OF SECTION 391 OF THE COMPANIES ACT 1956 AND IN THE MATTER OF SCHEME OF AMALGAMATION OF ULTRATECH METALS (INDIA) PRIVATE LIMITED INTO SEMCO ELECTRIC PRIVATE LIMITED. Date of Order : May 16, 2008 P R E S E N T HON'BLE MR. JUSTICE SHIV KUMAR SHARMA Mr.Anant Kasliwal for the applicant. BY THE COURT The applicant Ultratech Metals (India) Private Limited, filed this application under section 391 of the Companies Act, 1956 (hereinafter shall be referred to as the Act of 1956) for a direction of the Court as to the method of convening, holding and conducting the meetings of the shareholders, secured creditors and unsecured creditors of the applicant Tramsferor company, as to the notices and advertisement to be issued, for the purpose of considering and, if thought fit, approving with or without modification, the scheme of amalgamation of Ultratech Metals (India) Private Limited. 2. Ultratech Metals (India) Private Limited (hereinafter shall be referred as the applicant Transferor Company ) is a company duly incorporated under the Companies Act, 1956 on May 17, 1989 vide Certificate of Incorporation No. U27320RJ1989 PTC 04961. 3. The position of authorized issue, subscribed and paid up capital of the applicant Transferor company as on date is detailed out in para No.4 of the application. 4. The main objects of the applicant Transferor company as set out in the object clause of its Memorandum of Association, have been detailed out in para No.5 of the application. The copy of the latest audited annual accounts of the applicant company for the year ended on March 31, 2007 has been submitted as Annexure C to the application. 5. The applicant Transferor company is wholly owned subsidiary of the Semco Electric Private Limited ( in short Transferee Company). The scheme envisages amalgamation of the applicant transferor company with the transferee company. It is stated in the application that the scheme does not affect the rights and interest of the shareholders or the creditors of the applicant transferor company. It is further stated that there would be no change in the capital structure of the Transferor company which is the sole shareholder of the transferor company, since no new shares are being issued pursuant to the amalgamation. 6. The transferee company was incorporated under the Companies Act 1956 on August 19, 1966 vide Certificate of Incorporation No. 11- 101929. 7. The position of authorized issue, subscribed and paid up capital of the Transferee company as on date is detailed out in para No.12 of the application. 8. The main objects of the transferee company as set out in the object clause of its Memorandum of Association, have been detailed out in para No.13 of the application. 9. The objects which the applicant Transferor company achieved by virtue of amalgamation are set out in para No.14 of the application. 10. Having heard the learned counsel for the applicant, on perusal of the entire application, it is ordered that the meetings of the shareholders, secured creditors and unsecured creditors of the applicant Transferor company for the purpose of considering and if thought fit, approving with or without modifications, the scheme of amalgamation aforesaid shall be convened and held as per the following schedule - Name Date and time Place Shareholders of the Company 27.6.2008 Registered office 10.30 A.M. of the company Secured creditors of the Company 27.6.2008 Registered office 11.30 A.M. of the company Unsecured creditors 27.6.2008 Registered office of the company 12.30 p.m. of the company. 11. At least 21 clear days before the days fixed for the meetings an advertisement convening the same and stating that copies of the said scheme of amalgamation required to be furnished shall be furnished pursuant to section 393 of the Act, 1956 and forms of proxy can be obtained free of charge at the office of the applicant Transferor company or from the office of their advocate be advertised once in the dailies namely, Financial Express News Paper ( in English -Pune Edition) and Hindi News paper- Rajasthan Patrika ( in Hindi -Jaipur Edition) 12. At least 21 clear days before the meetings to be held as aforesaid a notice convening the said meetings at the place and time aforesaid, together with the copy of the said scheme of amalgamation, a copy of the statement required to be sent under section 393 of the Act, 1956 and the prescribed form of proxy, shall be sent by prepaid post under certificate of posting addressed to each of the shareholders, secured creditors and unsecured creditors, whose meetings are to be held at the registered addresses. 13.The advocates for the applicant company do, within the time as they consider necessary and at least within three days, file in Court the forms of the advertisement, the notices and statement to accompany the notices, and the same shall be settled by the Registrar of this Court. 14. Shri R.K. Mathur, Advocate Rajasthan High Court, Bench Jaipur shall be the Chairman of the meetings of the shareholders, secured creditors and unsecured creditors to be held on June 27, 2008 as aforesaid. The applicant Transferor company shall deposit in the court or pay within one week from today an amount of Rs. 33,000 (Thirty three thousand) towards remuneration to the Chairman for presiding the meetings aforesaid. The applicant company shall also bear the expense of conveyance of the the Chairman for the said meeting. 15. The Chairman appointed for the meetings through applicant Transferor Company, do issue the advertisement and send out the notices of the meeting referred to above. 16. The quorum for the said meetings shall be as per the provisions of the Act, 1956 17. Voting by proxy be permitted, provided that a proxy in the prescribed form duly signed by the person entitled to attend and vote at the meeting, is filed with the applicant company at their registered office, aforesaid not later than forty eight hours before the meeting scheduled to be held. 18. The value of each shareholder,secured creditrors and unsecured creditors shall be in accordance with the books of the applicant transferor company where the entries in the books are disputed the Chairman shall determine the value for purposes of the meetings 19. And it is further ordered that the Chairman do separately report to this Court the result of the said meetings within seven days of the conclusion thereof, and the said reports shall be verified by his affidavit. 20. With these directions the application accordingly stands disposed of. (SHIV KUMAR SHARMA )J. Pareek/