Calcutta High Court
Maple Hotels & Resorts Limited & Anr vs Unknown on 9 June, 2015
Author: Biswanath Somadder
Bench: Biswanath Somadder
ORDER SHEET
C.A. No.371 of 2015
IN THE HIGH COURT AT CALCUTTA
ORIGINAL JURISDICTION
IN THE MATTER OF :
MAPLE HOTELS & RESORTS LIMITED & ANR.
BEFORE :
The Hon'ble JUSTICE BISWANATH SOMADDER
Date : 9th June, 2015.
Appearance :
Mrs. Moushumi Bhattacharya, Advocate
Mrs. Manju Bhuteria, Advocate
...for the applicants.
The Court :
1.That the meeting of the equity shareholders of Maple Hotels & Resorts Limited, being the applicant no.1 herein is dispensed with in view of the written consent given by all the shareholders of the applicant no.1 which have been annexed in original to the affidavit in support of the summons.
2. That a meeting of the equity shareholders of DPIL Limited, being the applicant no.2 herein shall be convened and held at Gyan Manch, 11 Pretoria Street, Kolkata-700 071, on Wednesday, the 29th day of July, 2015 at 10.00 A.M. for the purpose of considering, and if thought fit, approving, with or without modification, the proposed scheme of amalgamation of the applicant no.1 with the applicant no.2.
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3. That at least 21 (twenty one) clear days before the date of the said meeting and advertisement convening the same and stating that copy 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 registered office of the applicant no.2 or at the office of its Advocate Mr. Bijan Dutta, 6, Old Post Office Street, 3rd Floor, Kolkata 700 001 be inserted once each in "Bartaman" Bengali newspaper and in "Business Standard" English newspaper. The publication in the Calcutta Gazette is dispensed with.
4. That in addition, at least 21 (twenty one) clear days before the meeting to be held as aforesaid, a notice convening the said meeting at the place and time as aforesaid together with a copy of the said 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, speed post or by courier or by hand addressed to each of the equity shareholders in the applicant no.2 at their respective or last known addresses.
5. That the Advocate-on-Record for the applicants do within 7 days (after obtaining an authenticated copy of 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.
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6. That Mekhala Sinha, Advocate, Bar Association Room No.6, failing which Shiladitya Bose, Advocate, C/o. Moloy Kr. Basu, Sr. Advocate, Room No. 66, 6, Old Post Office Street, Kolkata - 700 001 shall be the Chairperson for the said meeting of the equity shareholders of the applicant no.2 to be as aforesaid at a remuneration of 1200 GMs.
7. That the Chairperson appointed for the said meeting or any person authorised by him do issue and send out the notice of the said meeting referred to above.
8. That the quorum for the meeting of the equity shareholders of the applicant no.2 shall be fixed at 5 (five) persons present either in person or in proxy.
9. That voting by proxy be permitted, provided that a proxy in the prescribed form duly signed by the person(s) entitled to attend and vote at the meeting, is filed with the applicant no.2 at its registered office not later than 48 (forty eight) hours before the meeting. The Chairperson shall have the power to adjourn the meeting, if necessary.
10. That the value of each member shall be in accordance with the books of the applicant no.2 and where entries in the books are disputed, the Chairperson shall determine the value for the purpose of the meeting.
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11. That the Chairperson do report to this Court the result of the said meeting within 3(three) weeks from the date of the conclusion of the meeting and his/her report shall be verified by an affidavit.
12. Summons be signed as of date. C. A. No.371 of 2015 is disposed of without any order as to costs.
13. Urgent photostat certified copy of this order, if applied for, be issued to the parties subject to compliance with all requisite formalities.
(BISWANATH SOMADDER, J.) akb/