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2008 (7) TMI 582

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..... e convened. In this view of the matter, the meeting of the shareholders of the transferor-company is dispensed with for the time being, subject to any objection by anyone in future. Taking into consideration the submissions made by Shri R.P. Agrawal, advocate, it is directed hereby that a meeting of (1) Equity Shareholders of J.K. Cement Ltd. (transferee-company), (2) of the creditors of transferee-company and (3) the creditors of Jaykaycem Limited (transferor-company) be held at Merchants Chamber of U.P., 14/76, Civil Lines, Kanpur. All these meetings shall be held on 6-9-2008 (Saturday). The meeting of the creditors of Jaykaycem Limited shall take place at 11-00 A.M. and of the J.K. Cement creditors shall take place at 12-00 noon. The .....

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..... e that under the provisions of the Companies Act, a scheme of amalgamation has to be done under the supervision of this Court. Section 391 of the Act specifically providing for convening a meeting of shareholders and creditors of companies for considering the scheme of amalgamation in the presence of an independent chairman, to be nominated by the Court. It has been stated that entire paid-up share capital of transferor-company (Jaykaycem Limited) is owned by the transferee-company J.K. Cement Limited) and the fact that the board of directors have already approved the proposed scheme of amalgamation, no meeting of shareholders of the transferor-company is required to be convened. In this view of the matter, the meeting of the shareholders o .....

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..... notices of the meeting shall also be published in daily English newspaper (1) Economic Times published from Delhi, (2) times of India published from Lucknow and (3) Hindi daily newspaper Amar Ujala published from Kanpur, giving full details of the meetings, place and time of convening meetings. 9. Each chairman and alternate chairman of the creditors meeting shall be paid Rs. 25,000. They shall be paid Rs. 25,000 for each meeting with an additional amount 20 per cent of their fees as incidental expenses. The chairman and alternate chairman of the shareholders meeting shall be paid Rs. 40,000 and Rs. 30,000 for the meeting with an additional amount of 20 per cent of their fees as incidental expenses. The applicants shall make their trave .....

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