Judgment · High Court · 2013

Mr. K Goswami, Advocate, learned counsel for the applicants makes submis sions on the basis of the application and submits that the Companies have also c omplied with all legal formalities before filing the application and the Scheme of Arrangement is in the interest of the Companies and all concerned. The Learne d Counsel for the Applicants has also drawn the attention of the Court to the fa ct that JWTL has only 7 Equity Shareholders and that all the said Equity Shareho lders of JWTL have agreed in writing to the proposed scheme of Arrangement and a ccordingly the Applicants seek dispensing of meeting of shareholders of JWTL and convening of meeting of shareholders of WTL under Section 391(1) of the Compani es Act, 1956. Meeting of Equity Shareholders of JWTL to consider the said Scheme of Ar 3. rangement under Section 391(1) of the Companies Act, 1956 is dispensed with in v iew of the written confirmations given by all shareholders of JWTL consenting to the Scheme.

A meeting of the Equity Shareholders of WTL for the purpose of consideri ng, and, if thought fit, approving, with or without modification, the proposed S cheme of Arrangement between WTL and JWTL and their respective shareholders shal l be convened and held at Tingri Club, P.O. Hoogrijan, District Tinsukia, Assam 786 601 on Friday, the 13thday of September, 2013 at 4:00 p.m.

At least 21 (twenty one) clear days before the date of the said meeting, an advertisement convening the same and stating that copies of the said Scheme and of the Statement required to be furnished pursuant to Section 393 of the Com panies Act, 1956 and a form of Proxy can be obtained free of charge at the regis tered office of WTL be inserted once each in \Dainik Janambhumi\ and \Assam Trib une (cid:29). The publication in the Gazette is dispensed with.

In addition, at least 21 (twenty one) clear days before the meeting to b e held as aforesaid, a Notice convening the said meeting at the place and time a s aforesaid together with a copy of the said Scheme, a copy of the Statement req uired to be furnished under Section 393 of the Companies Act, 1956 and the presc ribed form of Proxy be sent by post to all Equity Shareholders of WTL at their r espective or last known addresses. In addition to consideration of Scheme by sha reholders of WTL at the meeting directed to be convened and held in terms of thi s order, WTL also proposes to place the Scheme for consideration of the said sha reholders by postal ballot in terms of clause 5.16 of the Securities and Exchang e Board of India (SEBI) Circular dated 4 February 2013. It is clarified that WTL shall be at liberty to send the notice of postal ballot in the same parcel alon g with the notice convening meeting in terms of this order.

The Advocate-on-Record for the Applicant Companies do within 10 days fro m this day file in Court the form of the notice, advertisement and the statement to accompany the notice and the same shall be settled by the Registrar (J) of t his Court.

Mr. Barun Debanga Deka, Advocate and failing him Mr. Kaustav M. Mahanta, Advocate shall be the Chairperson of the said meeting of the Equity Shareholder s of WTL to be held as aforesaid and the Chairperson shall be paid a remuneratio n of Rs. 10,000/- for such meeting.

by him do issue and send out the notices of the meeting referred to above. The Chairperson appointed for the said meeting or any person authorised

be 5 (five) persons present either personally or by proxy. The quorum for the said meeting of the Equity Shareholders of WTL shall Voting by proxy be permitted, provided that a proxy in the prescribed fo 11. rm duly signed by the person(s) entitled to attend and vote at the meeting, is f iled with WTL at its registered office not later than forty eight hours before t he meeting. The value of each member shall be in accordance with the books of WTL an 12. d, where entries in the books are disputed, the Chairperson shall determine the value for the purpose of the meeting. The Chairperson shall have the power to ad journ the meeting, if necessary.

The Chairperson do report to this Court the result of the said meeting w ithin two weeks of the conclusion of the said meeting and the Chairperson shall verify such report by affidavit.

Since no compromise or arrangement is proposed under the Scheme with cre ditors of WTL or JWTL as submitted by Learned Counsel on the basis of the applic ation, no meeting of creditors has been prayed for and the same is not directed accordingly.