Proper procedures and transparency in the approval of schemes of arrangement

Vinod K. Sharma, J.

1. M/s.T.V.Sundram Iyengar & Sons Limited / Resulting Company has moved this application for direction to convene meeting of equity shareholders of the applicant company for the purpose of considering and if thought fit approving with or without modification a scheme of arrangement of the applicant company with M/s.TVS Interconnect Systems Limited (Demerged Company and their respective shareholders).

2. The applicant company (hereinafter referred to as “the Resulting company”) was incorporated on 11.10.1929 as a private limited company and it became a public limited company on 01.02.1975. The registered office of the Resulting company is situated at “TVS Building”, 7-B, West Veli Street, Madurai-625 001, Tamil Nadu.

3. The Board of Directors of the Resulting company at its meeting held on 12th March, 2013, has considered and approved the Scheme of Arrangement under which the Telecommunication and networking undertaking of the Demerged Company is demerged, transferred and vests into the applicant / Resulting company.

4. On consideration of the application of the Resulting company and on hearing Thiru Mr.T.K.Bhaskar, Advocate for the applicant and also on reading the affidavit of Mr.R.Dinesh, S/o.R.Ramachandhran dated 10th day of April, 2013 and the exhibit therein referred to as Annexure-7, the copy of proposed scheme of arrangement, it is ordered as under:

i) The meeting of equity shareholders of the applicant company shall be convened and held at the registered office of the applicant company, i.e. “TVS Building”, 7-B, West Veli Street, Madurai-625 001, Tamil Nadu, on 24.05.2013 at 02:45 p.m. for the purpose of considering and if though fit approving with or without modification the scheme of arrangement proposed to be made between M/s.T.V.Sundram Iyengar & Sons Limited and M/s.TVS Interconnect Systems Limited (Demerged Company and their respective shareholders)

ii) At least 21 clear days before the day appointed for the meeting, an advertisement convening the same and stating that copies of the said scheme of arrangement required to be furnished pursuant to Section 393 and forms of proxy can be obtained free of charge at the registered office of the company or at the office of its advocate, be inserted once in the official gazette and once in each of English Daily “The Business Line” and Tamil Daily “Daily Thanthi”;

iii) In addition, at least 21 clear days before the meeting to be held as aforesaid, a notice convening the said meeting at the place and time aforesaid together with a copy of said scheme of amalgamation under Section 393 and the prescribed form of proxy shall be sent by pre-paid letter post under certificate of posting addressed to each of the equity shareholders at their registered or last known addresses;

iv) The advocate for the company do within three days of this date file in Court the form of the advertisement, the notice and the scheme of arrangement to accompany the notice and it shall be settled by the Registrar of this Court;

v) Thiru P.J.Rishikesh, Advocate, Flat No.F-1, 1st Floor, Chandrasekar Srinivasu, Old No.6, New No.11, Halls Road, Egmore, Chennai-600 008, and failing him, Thiru D.Gentley Rathnaraj, Advocate, No.59, Outer Circular Road, Kilpauk Garden Colony, Kilpauk, Chennai-600 010, shall be the Chairman of the meeting to be held on 24.05.2013 as aforesaid;

vi) The Chairman appointed for the said meeting do issue the advertisement and send out the notices of the meeting referred to above;

vii) The quorum for the said meeting shall be five members in persons or through proxies;

viii) The Voting by proxy to 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 company at its registered office at “TVS Building”, 7-B, West Veli Street, Madurai-625 001, Tamil Nadu, not later than 48 hours before the meeting;

ix) The value of each member shall be in accordance with the