Calcutta High Court
Gillanders Arbuthnot And Co. Ltd vs Barfani Builder Ltd on 22 August, 2016
Author: Soumen Sen
Bench: Soumen Sen
ORDER SHEET
CA No.611 of 2016
IN THE HIGH COURT AT CALCUTTA
Original Jurisdiction
ORIGINAL SIDE
GILLANDERS ARBUTHNOT AND CO. LTD.
AND
BARFANI BUILDER LTD.
BEFORE:
The Hon'ble JUSTICE SOUMEN SEN
Date : 22nd August, 2016.
Appearance:
Mr.D.N.Sharma, Adv.
Mr.Aniket Agarwal, Adv.
Ms.Rusha Saha, Adv.
The Court :-The convening and holding of meetings under Section 391(1) of the Companies Act, 1956 of the preference Shareholders of Gillanders Arbuthnot And Company Ltd., being the Applicant Company No.1 above named (hereinafter referred to as "GACL") and Equity Shareholders of Barfani Builder Limited, being the Applicant Company No.2 abovenamed ("hereinafter referred to as BBL") to consider the proposed Scheme of Arrangement between GACL and BBL and their respective shareholders be and the same are hereby dispensed with as all such shareholders have given their written consent and approval to the Scheme.
A meeting of the Ordinary Shareholders of GACL shall be convened and held at Indian Chamber of Commerce, ICC Towers, 10th Floor Auditorium, 4, India Exchange Place, Kolkata- 700 001 on Thursday, the 29th day of September, 2016 at 11:30 a.m. for the purpose of considering, and, if thought fit, approving, the said Scheme of Arrangement between GACL and BBL and their respective shareholders. 2 The following resolution for approval of the Scheme by requisite majority of shareholders, as required under Section 391 of the Companies Act, 1956 shall be put for consideration and voting by the shareholders of GACL :-
"Resolved that the Scheme of Arrangemnt between Gillanders Arbuthnot And Company Limited and Barfani Builder Limited and their respective shareholders presented in Company Application No.611 of 2016 filed jointly by Gillanders Arbuthnot And Company Limited and Barfani Builder Limited before the Hon'ble High Court at Calcutta be and is hereby approved."
Mr. Deepayan Basu Mallick, Advocate of 9, K. S. Roy Road, 6th Floor, Kolkata - 700 001, failing whom Ms. Suchismita Chatterjee Ghosh, Advocate, Bar Library Club shall be the Chairperson of the said meeting of the Ordinary Shareholders of GACL to be held as aforesaid at a remuneration of 2000 GMs.
For ascertaining the majority required for approval of the scheme under Section 391(2) of the Companies Act, 1956, poll is required to be taken on the resolution pursuant to Rule 77 of the Companies (Court) Rules, 1959. In this regard, the Ordinary shareholders of GACL shall be given the option of voting on the resolution for approval of the scheme by casting their votes physically at the venue of the meeting or electronically from any place other than the venue of the meeting ("e-voting"). The business of the meeting may be transacted accordingly. The resolution for approval of the scheme of arrangement shall, if passed by a majority in number representing three-fourths in value of the Ordinary Shareholders casting their votes electronically or physically, as the case may, shall be deemed to have been duly passed on the date of the said meeting of such shareholders under Section 391(2) of the said Act.
Subject to the directions and matters dealt with herein, the procedure for e-voting and conduct of poll physically in so far as the same is prescribed by Rules 20 and 21 of the Companies (Management & Administration) Rules, 2014 ("the said Rules") and the 3 forms thereunder shall be followed with such variations as required in the circumstances and in relation to the resolution for approval of the Scheme.
The e-voting facility shall be provided in the manner and on the electronic platform provided by Central Depository Services (India) Limited ("CDSL"), an agency approved by the Ministry of Corporate Affairs in terms of the said Rules and arranged by GACL for such purpose. The cut-off date in terms of the said Rules for determining the eligibility of shareholders to vote ("hereinafter referred to as the Relevant Date") shall be 22nd September, 2016. The e-voting facility shall be open and provided from 9.30 a.m. on 26th September, 2016 at 5.00 p.m. on 28th September, 2016. The e-voting facility shall be closed thereafter.
Shareholders choosing to cast their votes by e-voting shall also be entitled to attend and participate in the meeting save and except that they shall not be entitled to vote again at the meeting and if they do so, the votes so cast again by them shall be disregarded and treated as invalid. At the venue of the meeting the votes shall be taken physically by ballot papers. Facility for voting electronically shall not be available at the venue of the meeting.
The votes cast electronically and physically shall be scrutinized by a Scrutinizer who has been appointed by GACL in accordance with the said Rules. The Scrutinizer shall be given access to the details of the shareholders from time to time as contemplated by the said Rules. The Scrutinizer shall prepare a consolidated report on his scrutiny of the votes cast electronically and physically and submit the same along with all papers relating to the voting to the Chairperson of the meeting within 3 days of the conclusion of the meeting. The Chairperson shall declare the results of the meeting after submission of the report of the Scrutinizer to him and such declaration and report shall also be placed on the website of GACL and CDSL. The declaration of results by the Chairman shall also be published in the same newspapers in which notice of the 4 meeting is advertised. The Scrutinizer shall also submit to the Chairperson of the meeting a list of the shareholders casting their votes as aforesaid containing particulars as to their names; registered folio/ DP id and Client id number; number of shares held; number of votes cast; and manner of voting by them. The Company shall also appoint a person who shall be responsible for addressing the grievances of the shareholders, if any, in connection with the e-voting as required by the said Rules.
At least 25 (twenty five) clear days before the date of the said meeting of the Ordinary Shareholders of GACL, a notice convening the said meeting together with a copy of the said Scheme, a copy of the Statement under Section 393 of the Companies Act, 1956 and other documents accompanying the same shall be sent to each of the said Ordinary Shareholders of GACL. Such notices shall be sent by e-mail to all the shareholders whose e-mail ids are available as per the records of GACL or as provided by the depository. Such notices shall be sent by registered post or speed post or by courier to all the other shareholders of GACL. The notices shall be sent to the shareholders at their respective or last known addresses/ e-mail Ids, as aforesaid.
That in addition to the said notice of meeting, an advertisement convening the same and stating that copies of the notice and documents accompanying the same can be obtained free of charge at the registered office of GACL be inserted once each in "The Business Standard" English newspaper and "Aajkal" Bengali newspaper in Kolkata. Such advertisements shall also be published at least 25 (twenty five) clear days before the date of the said meeting of Ordinary shareholders of GACL. The publication in the Kolkata Gazette is dispensed with.
That the Advocate-on-Record for the applicant companies do within 7 days (after obtaining an authenticated/ website copy of this order) file in Court the form of the notice of meeting, advertisement and the statement to accompany the notice of meeting and the same shall be settled by the Assistant Registrar (Company) of this Court. The 5 said notice, advertisement and statement shall be supported by an affidavit of the Applicants which shall be filed along with the same.
That the Chairperson appointed for the said meeting or any person authorised by him do issue and send out the notices of the said meeting referred to above.
That the quorum for the said meeting of the Ordinary Shareholders of GACL shall be 30(thirty) persons present either personally or by proxy.
That voting by proxy shall be permitted only at the venue of the meeting, 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 GACL 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. It is clarified that That the value of each member shall be in accordance with the books of GACL and, where entries in the books are disputed, the Chairperson shall determine the value for the purpose of the meeting.
That the Chairperson do report to this Court the results of the said meeting within two weeks from the date of the conclusion of the said meeting and his report shall be verified by his affidavit.
Summons be signed as on date. CA No.611 of 2016 is, accordingly, disposed of. Urgent certified photocopies of this order, if applied for, be issued to the parties subject to compliance of all requisite formalities.
(SOUMEN SEN, J.) B.Pal