Calcutta High Court
Kothari Phytochemicals & Industries vs Unknown on 13 January, 2011
Author: I.P.Mukerji
Bench: I.P. Mukerji
CA No.983 of 2010
In the High Court at Calcutta
Original Jurisdiction
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In the Matter of :
Kothari Phytochemicals & Industries
Limited
The Hon'ble Justice I.P. Mukerji
Date: 13th January 2011
The Court:-A meeting of the Ordinary Shareholders of the Applicant Company under Section 391(1) of the Companies Act, 1956 for the purpose of considering, and, if thought fit, approving, with or without modification, the proposed Scheme of Amalgamation of Claro India Limited with the Applicant Company shall be convened and held at 'Indian Chamber of Commerce', 4, India Exchange Place, Kolkata 700 001 on Monday, the 14th day of February, 2010 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 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 Company be inserted once each in "The Business Standard" English newspaper and "Aajkal" Bengali newspaper in Kolkata. The publication in the Calcutta Gazette is dispensed with.
2
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 prepaid letter post under Certificate of Posting or by hand through Personal Messenger addressed to each of the said shareholders of the Applicant Company at their respective or last known addresses.
The Advocates-on-Record for the Applicant Company do within 5 days (after obtaining an authenticated copy of this order) file in Court the form of the notice, advertisement and the statement to accompany the notice and the same shall be settled by the Assistant Registrar (Company) of this Court.
Mr.Soumitra Mukherjee, Advocate Bar Association Room No.1 failing him Mrs.Debjani Ray, Bar Library Club Advocate shall be the Chairperson of the said meeting of the Ordinary Shareholders of the Applicant Company to be held as aforesaid at a remuneration of 600 G.Ms. In case the first named Chairperson attends, the standby Chairperson will be paid remuneration of 300 GMs.
The Chairperson appointed for the said meeting or any person authorised by him/her do issue and send out the notices of the said meeting referred to above.
3
The quorum for the said meeting of the Ordinary Shareholders of the Applicant Company shall be 5 (five) persons present either personally or by proxy.
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 Company at its registered office not later than forty eight hours before the meeting. The Chairperson shall have the power to adjourn the meeting, if necessary.
The value of each member shall be in accordance with the books of the Applicant Company and, where entries in the books are disputed, the Chairperson shall determine the value for the purpose of the meeting.
The Chairperson do report to this Court the result of the said meeting within two week from the date of the conclusion of the said meeting and the same shall be verified by affidavit.
Leave is given to sign the Summons as of date.
With the aforesaid, the application being C.A. No.983 of 2010 is disposed of. The Chairperson and all parties concerned do act on a copy of the minutes of this order duly signed by an officer of this Court on the usual undertakings.
(I.P.MUKERJI,J.) NM