Calcutta High Court
Acc-Nihom Castings Ltd. & Anr vs Unknown on 18 December, 2008
Author: Maharaj Sinha
Bench: Maharaj Sinha
Order Sheet
CA No. 704 of 2008
IN THE HIGH COURT AT CALCUTTA
ORIGINAL SIDE
IN THE MATTER OF:
ACC-NIHOM CASTINGS LTD. & ANR. ...Applicants
Appearance:
Mr. D. N. Sharma, Advocate
BEFORE:
The Hon'ble JUSTICE MAHARAJ SINHA
Date: 18 December 2008.
After hearing the learned advocate in support of this application, the following order is made.
A meeting of the preference shareholders of ACC-Nihom Castings Limited (hereinafter referred to as "the Transferor Company") shall be convened and held at Trinity Plaza (3rd Floor), 84/1A, Topsia Road (South), Kolkata - 700 046 on 21 January 2009 at 10:15 a.m. for the purpose of considering, and if thought fit, approving, with or without modifications, the proposed Scheme of Amalgamation of the Transferor Company with Hindusthan Udyog Limited (hereinafter referred to as "the Transferee Company").
A meeting of the equity shareholders of the Transferor Company shall be convened and held at Trinity Plaza (3rd Floor), 84/1A, Topsia Road (South), Kolkata 700 046 on 21 January 2009 at 10:30 a.m. for the purpose of considering, and if thought fir, approving, with or without 2 modifications, the proposed Scheme of Amalgamation of the Transferor Company with the Transferee Company.
A meeting of the equity shareholders of the Transferee Company shall be convened and held at Trinity Plaza (3rd Floor), 84/1A, Topsia Road (South), Kolkata 700 046 on 21 January 2009 at 10:30 a.m. for the purpose of considering, and if thought fir, approving, with or without modifications, the proposed Scheme of Amalgamation of the Transferor Company with the Transferee Company.
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 forms of Proxy can be obtained free of charge at the registered office of the respective Applicant Companies or at the office of their Advocates, Messrs. Khaitan & Co., 1B, Old Post Office Street, Kolkata 700 001 be inserted once each in "The Financial Express" and the "Pratidin" in Kolkata. The publication in the Kolkata Gazette is dispensed with.
In addition, at least 21 (twenty one) clear days before the meetings to be held as aforesaid, notice convening the said meetings at the place and times 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 addressed to each of the said Shareholders of the Applicant Companies at their respective or last known addresses.
3
The advocates on record of the applicant companies shall within five days from this day file in Court the form of the advertisement, the notice and the statement to accompany the notice and the same shall be settled by the Assistant Registrar (Company) of this Court.
Capt. Pallav Banerjee, learned advocate, Bar Library Club, 1st Floor and failing him Smt. Sukla Banerjee, learned advocate, Bar Library Club, 1st Floor shall be the Chairperson of the said meeting of the Preference Shareholders of the Transferor Company to be held as aforesaid at a remuneration of 600 Gms.
Smt. Sukla Banerjee, learned advocate, Bar Library Club, 1st Floor and failing her Capt. Pallav Banerjee, learned advocate, Bar Library Club, 1st Floor shall be the Chairperson of the said meeting of the equity shareholders of the Transferor Company to be held as aforesaid at a remuneration of 600 Gms.
Shri Ghanashyam Patra, learned advocate, 9, Old Post Office Street, Calcutta 700 001, and failing him, Smt. Rikta Chatterjee, learned advocate, Bar Association No.14 shall be the Chairperson of the said meeting of the equity shareholders of the Transferee Company to be held as aforesaid at a remuneration 600 Gms.
The Chairpersons appointed for the said meetings or any person authorised by them shall issue the advertisement and send out the notice of the meetings referred to above.
The quorum for the said meeting of the preference shareholders of the Transferor Company shall be 1 (one) person, present in person or by proxy and of the said equity shareholders of the Transferor Company and 4 the Transferee Company shall be 5 (five) persons, present in person or by proxy.
Voting by proxy be permitted, provided that a proxy in the prescribed from duly signed by the person(s) entitled to attend and vote at the meeting(s) is filed with the respective Applicant Companies at their registered offices not later than forty eight hours before the respective meeting. The Chairperson(s) shall have the power to adjourn the meeting(s), 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 Chairpersons shall determine the value for the purpose of the meetings.
The Chairpersons shall report to this Court the result of the said meetings within two weeks from the date of the conclusion of the said meetings and their respective reports shall be verified by their respective affidavits.
The Chairpersons and all concerned are to act on a xeroxed signed copy of this dictated order to be supplied to the parties on their usual undertakings.
(MAHARAJ SINHA, J.) S.Kumar