Calcutta High Court
Calcutta Becon Engineering Company ... vs Unknown on 13 July, 2010
Author: I.P.Mukerji
Bench: I.P.Mukerji
COMPANY APPLICATION NO.473 OF 2010
IN THE HIGH COURT AT CALCUTTA
ORIGINAL JURISDICTION
In the matter of:
CALCUTTA BECON ENGINEERING COMPANY LIMITED & ORS.
Before:
The Hon'ble Justice I.P.MUKERJI
Date: 13th July, 2010.
Appearance:
Mr. A.K.Sharma, Advocate
The Court: A separate meeting of the holders of the
Equity shares in CALCUTTA BECON ENGINEERING COMPANY
LIMITED (hereinafter referred to as the Transferee Company) shall
be convened and held at the office of Mr. Arun Kumar
Mishra, Advocate of R. No. 19, 4, K. S. Roy Road, Kolkata - 700
001 at 1.00 P.M. on 13th August, 2010 for the purpose of
considering and if thought fit, approving with or without
modification, a Scheme of Amalgamation between the
Applicant Companies and their respective shareholders for
the purpose of amalgamation of the Transferor Companies with
the Transferee Company.
-2-
A separate meeting of the holders of the Equity
Shares in GITIKA CHEMICALS & FINANCE PRIVATE LIMITED
(hereinafter referred to as the First Transferor Company) shall by
convened and held at the office of Mr. Arun Kumar Mishra,
Advocate of R.No. 19, 4, K. S. Roy Road, Kolkata -700001 at
1.15 P.M. on 13th August,2010 for the purpose of considering and if thought fit, approving with or without modification, a Scheme of Amalgamation between the Applicant Companies and their respective shareholders for the purpose of amalgamation of the First Transferor Company with the Transferee Company.
A separate meeting of the holders of the Equity Shares in HARDEO FINANCE PRIVATE LIMITED (hereinafter referred to as the Second Transferor Company) shall by convened and held at the office of Mr. Arun Kumar Mishra, Advocate of R. No. 19, 4, K. S. Roy Road, Kolkata -700001 at 1.30 P.M. on 13th August, 2010 for the purpose of considering and if thought fit, approving with or without modification, a Scheme of Amalgamation between the Applicant Companies and their respective shareholders for the purpose of amalgamation of the Second Transferor Company with the Transferee Company. -3-
A separate meeting of the holders of the Equity Shares in KEF HOLDINGS LIMITED (hereinafter referred to as the Third Transferor Company) shall by convened and held at the office of Mr. Arun Kumar Mishra, Advocate of R. No. 19, 4, K. S. Roy Road, Kolkata -700001 at 1.45 P.M. on 13th August, 2010 for the purpose of considering and if thought fit, approving with or without modification, a Scheme of Amalgamation between the Applicant Companies and their respective shareholders for the purpose of amalgamation of the Third Transferor Company with the Transferee Company.
A separate meeting of the holders of the Equity Shares in MARTINA FINANCIAL SERVICES PRIVATE LIMITED (hereinafter referred to as the Fourth Transferor Company) shall by convened and held at the office of Mr. Arun Kumar Mishra, Advocate of R. No. 19, 4, K. S. Roy Road, Kolkata - 700001 at 2.00 P.M. on 13th August, 2010 for the purpose of considering and if thought fit, approving with or without modification, a Scheme of Amalgamation between the Applicant Companies and their respective shareholders for the purpose of amalgamation of the Fourth Transferor Company with the Transferee Company.
At least twenty-one clear days before the meetings to be held as aforesaid, a notice convening the said meetings at the -4- place and time as aforesaid together with a copy of the said Scheme of Amalgamation, a copy of the statement required to be sent under section 393 of the Companies Act, 1956 and the prescribed form of proxy be served by Under Certificate of Posting or by hand delivery to each of the Equity Shareholders of the Applicant Companies concerned at their respective last known addresses.
In addition, at least twenty-one days before the day appointed for the meetings, an advertisement convening the same and stating that copies of the said Scheme of Amalgamation and the statement required to be furnished pursuant to the section 393 of the Companies Act, 1956 and the forms of proxy can be obtained free of charge at the Registered office of the Applicant Companies or at the office of their Advocates, be inserted once in "Business Standard" Calcutta Edition and once in "Dainik Statesman". Publication of the notice of the meetings in the Calcutta Gazette is dispensed with. That the advocates for the Transferee Company do within seven days from this day file in Court the form of the notice and the same shall be settled by the Assistant Registrar (Company) of the Court.
Mr. Swagata Datta, Advocate, Bar Association Room No.7, and failing which Mr. Amlan Jyoti Sengupta, Advocate, shall be the Chairperson of the said meeting of the -5- Equity Shareholders of the Transferee Company to be held as aforesaid at a remuneration of 500 GM, for such meeting.
Mr. Amlan Jyoti Sengupta, Advocate, and failing which Mr. Swagata Datta, Advocate, Bar Association Room No.7, shall be the Chairperson of the said meeting of the Equity Shareholders of the First Transferor Company to be held as aforesaid at a remuneration of 500 GM, for such meeting.
Ms. Soma Chatterjee, Advocate, 10 K.S.Roy Road (Ground Floor), and failing which Ms. Mita Biswas, Advocate, Bar Association Room No.2, shall be the Chairperson of the said meeting of the Equity Shareholders of the Second Transferor Company to be held as aforesaid at a remuneration of 500 GM, for such meeting.
Ms. Mita Biswas, Advocate, Bar Association Room No.2, and failing which Ms. Soma Chatterjee, Advocate, 10 K.S.Roy Road (Ground Floor), shall be the Chairperson of the said meeting of the Equity Shareholders of the Third Transferor Company to be held as aforesaid at a remuneration of 500 GM, for such meeting. -6-
Mr. Ritzu Ghosal, Advocate, Bar Library Club, and failing which Ms. Soma Chatterjee, Advocate, 10 K.S.Roy Road (Ground Floor), shall be the Chairperson of the said meeting of the Equity Shareholders of the Fourth Transferor Company to be held as aforesaid at a remuneration of 500 GM, for such meeting.
The quorum for the said meetings for the Transferee company shall be 5 ( Five) persons either personally or by proxy, for the First Transferor Company shall be 2 (Two) persons either personally or by proxy, for the Second Transferor Company shall be 2 (Two) persons either personally or by proxy, for the Third Transferor Company shall be 5 (Five) persons either personally or by proxy, for the Fourth Transferor Company shall be 2 (Two) persons 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 Companies at their respective registered office not later than forty eight hours before the meetings. The Chairpersons shall have the power to adjourn the meeting, if necessary.
The value of each share shall be in accordance with the books of the Applicant Companies and where entries in the -7- books are disputed, the respective chairpersons shall determine the value for the purpose of meetings.
The Chairpersons do report to this Court the results of the said meetings within two weeks from the date of the conclusion of the meetings and their reports shall be verified by their respective affidavits.
Let the summons be signed as of date. C.A. No. 473 of 2010 is disposed of.
The Chairpersons and all parties concerned are to act on a signed photocopy of this order upon the usual undertaking.
(I.P.MUKERJI, J.) G/