Calcutta High Court
Sps Tours & Hotels Private Limited & Ors vs Unknown on 10 May, 2016
Author: Biswanath Somadder
Bench: Biswanath Somadder
C. A. No. 335 of 2016
IN THE HIGH COURT AT CALCUTTA
Original Jurisdiction
ORIGINAL SIDE
IN THE MATTER OF:
SPS TOURS & HOTELS PRIVATE LIMITED & ORS.
BEFORE:
The Hon'ble JUSTICE BISWANATH SOMADDER
Date: 10th May, 2016 Appearance Mr. Shaunak Mitra, Adv.
Mr. Patita Paban Bishwal, Adv.
The Court: A meeting of the equity shareholders of SPS Tours & Hotels Private Limited being the applicant no.1 shall be convened and held at " Elegant Tower", 224A, Acharya Jagdish Chandra Bose Road, Kolkata 700017, in the State of West Bengal on 28th June 2016 at 11.30 a.m. for the purpose of considering and if thought fit, approving with or without modification the proposed Scheme of Amalgamation of SPS Tours & Hotels Private Limited, SPS Mortex Ferro Alloys Limited, SPS Shipping Limited and SPS Arts & Entertainment Limited with SPS Ispat & Power Limited.
A meeting of the equity shareholders of SPS Mortex Ferro Alloys Limited being the applicant no.2 shall be convened and held at " Elegant Tower", 224A, Acharya Jagdish Chandra Bose Road Kolkata 700017, in the State of West Bengal on 28th June 2016 at 12.15 p.m. for the purpose of considering and if thought fit, approving with or without modification the proposed Scheme of Amalgamation of SPS Tours & Hotels Private Limited, SPS Mortex Ferro Alloys Limited, SPS Shipping Limited and SPS Arts & Entertainment Limited with SPS Ispat & Power Limited.
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A meeting of the equity shareholders of SPS Shipping Limited being the applicant no.3 shall be convened and held at " Elegant Tower", 224A, Acharya Jagdish Chandra Bose Road Kolkata 700017, in the State of West Bengal on 28th June 2016 at 1.00 p.m. for the purpose of considering and if thought fit, approving with or without modification the proposed Scheme of Amalgamation of SPS Tours & Hotels Private Limited, SPS Mortex Ferro Alloys Limited, SPS Shipping Limited and SPS Arts & Entertainment Limited with SPS Ispat & Power Limited.
A meeting of the equity shareholders of SPS Arts & Entertainment Limited being the applicant no.4 shall be convened and held at " Elegant Tower", 224A, Acharya Jagdish Chandra Bose Road Kolkata 700017, in the State of West Bengal on 28th June 2016 at 1.45 p.m. for the purpose of considering and if thought fit, approving with or without modification the proposed Scheme of Amalgamation of SPS Tours & Hotels Private Limited, SPS Mortex Ferro Alloys Limited, SPS Shipping Limited and SPS Arts & Entertainment Limited with SPS Ispat & Power Limited.
A meeting of the equity shareholders of SPS Ispat & Power Limited being the applicant no.5 shall be convened and held at " Elegant Tower", 224A, Acharya Jagdish Chandra Bose Road Kolkata 700017, in the State of West Bengal on 28th June 2016 at 2.30 p.m. for the purpose of considering and if thought fit, approving with or without modification the proposed Scheme of Amalgamation of SPS Tours & Hotels Private Limited, SPS Mortex Ferro Alloys Limited, SPS Shipping Limited and SPS Arts & Entertainment Limited with SPS Ispat & Power Limited.
At least 21 (twenty one) clear days before the date of the said meetings, an advertisement convening the same and stating that copies of the said Scheme of Amalgamation and of the Statement required to be furnished pursuant to Section 393 of the Companies Act 1956 and a form of proxy can be obtained free of charge at the 3 Registered Office of the Applicant Companies or at the office of their Advocate-on-Record, Mr. Patita Paban Bishwal, having his office at 50, Weston Street, First Floor, Kolkata- 700001, be inserted once in the English newspaper " The Business Standard" and once in the Bengali newspaper " Aajkal", in Kolkata. Publication in the Calcutta Gazette is dispensed with.
In addition, at least 21 clear days before the meetings to be held as aforesaid, notices convening the said meetings at the place and time as aforesaid together with a copy of the scheme, a copy of the Statement required to be sent under section 393 of the Companies Act 1956 and the prescribed form of proxy be sent by registered post or by hand through personal messenger addressed to each of the Equity Shareholders of the Applicants at their respective last known addresses.
The Advocate-on-Record for the applicants is directed to, within two weeks from the date of obtaining this order, file in Court the form of the notices and the statement to accompany the notice and the same shall be settled by the Assistant Registrar (Company) of this Court.
Mr. Debajyoti Dutta, Advocate, Bar Library Club and failing him Mr. Nilendu Bhattacharyya, Advocate, Bar Library Club, shall be Chairperson for the said meeting of the equity shareholders of the applicant no. 1 to be held as aforesaid, at a remuneration of 2500 Gms.
Mr. Nilendu Bhattacharyya, Advocate, Bar Library Club and failing him Mr. Debajyoti Dutta, Advocate, Bar Library Club, shall be Chairperson for the said meeting of the equity shareholders of the applicant no. 2 to be held as aforesaid, at a remuneration of 2500 Gms.
Ms. Mamta Bhargava, Advocate, Bar Library Club and failing her Ms. Jayeeta Sinha, Advocate, Bar Library Club, shall be Chairperson for the said meeting of the 4 equity shareholders of the applicant no. 3 to be held as aforesaid, at a remuneration of 2500 Gms.
Ms. Reshmi Ghosh, Advocate, Bar Association Room No.5 and failing her Ms. Radhika Mishra, Advocate, C/o Mr. Anubhav Sinha, Advocate, Bar Library Club, shall be Chairperson for the said meeting of the equity shareholders of the applicant no. 4 to be held as aforesaid, at a remuneration of 2500 Gms.
Ms. Radhika Mishra, Advocate, C/o Mr. Anubhav Sinha, Advocate, Bar Library Club, and failing her Ms. Reshmi Ghosh, Advocate, Bar Association Room No.5, shall be Chairperson for the said meeting of the equity shareholders of the applicant no. 5 to be held as aforesaid, at a remuneration of 2500 Gms.
The Chairpersons appointed for the said meetings or any person authorized by them or any one of them will issue and send out the notices of the respective meetings referred to above.
The quorum for the said meeting of the equity shareholders of the applicant company no. 1 may be fixed at 2 (two) persons present either in person or by proxy and the quorum for the said meetings of the applicant company nos. 2 to 5 may be fixed at 5 (five) persons present either in person or by proxy.
Voting by proxy is permitted, provided that a proxy in the prescribed form duly signed by the person(s) entitled to attend and vote at the meetings are filed with the applicants at their respective Registered Offices not later than 48 hours before the meetings. The Chairpersons shall have the power to adjourn their respective meetings, if necessary.
The value of each member shall be in accordance with the books of the respective applicant companies and where entries in the books are disputed, the Chairperson shall determine the value for the purpose of the meeting.
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The Chairpersons will report to this Court the results of the respective meetings within three weeks from the dates of conclusion of such meetings and their respective reports shall be verified by their respective affidavits.
Let the Summons be signed as of date.
C. A. No. 335 of 2016 is disposed of without any order as to costs. Urgent photostat certified copy of this order, if applied for, be supplied to the parties upon compliance with all requisite formalities.
(BISWANATH SOMADDER, J.) pa