Calcutta High Court
Somany Foam Limited & Anr vs Unknown on 18 December, 2015
Author: Sanjib Banerjee
Bench: Sanjib Banerjee
OD-13
Company Application No.700 of 2015
IN THE HIGH COURT AT CALCUTTA
ORIGINAL JURISDICTION
In the matter of:
Somany Foam Limited & Anr.
BEFORE:
The Hon'ble Justice SANJIB BANERJEE
Date: December 18, 2015
Ms. Manju Bhuteria, Advocate,
...........for Applicants
The Court : Leave is given to the applicants to use a supplementary
affidavit.
Since all the equity shareholders of the applicant no. 1 have
approved the proposed scheme of amalgamation, the meeting of the equity
shareholders of the applicant no. 1 to consider the proposed scheme, is
dispensed with. The letters of consent of such equity shareholders, in original,
are appended to the application.
A meeting of the members holding Equity Shares of Spotlight
Vanijya Limited, being the applicant no. 2 herein, shall be convened and held at
2, Red Cross Place, Kolkata-700 001 on February 6, 2016 at 2 pm 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.
The resolution for the approval of the Scheme of Amalgamation
shall be put to the equity shareholders of the applicant no. 2 for their
consideration and also for approval by Postal Ballot/E-Voting.
The postal ballot shall be conducted in the manner prescribed by
the Companies (Management and Administration) Rules, 2014 and Companies
(Management and Administration) Amendment Rules, 2015. As an alternative to
voting physically by Postal Ballot, e-voting option shall also be given to the equity
2
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shareholders of the applicant no. 2 as provided for in the said Rules. E-voting facility shall be provided on the electronic platform of either the National Securities Depository Limited or Central Depository Services (India) Limited, as may be arranged by the applicant no. 2. The procedure recommended by the relevant depository for such e-voting shall be followed.
At least 21 (twenty one) clear days before the date of the said meeting, advertisements 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 No. 2 or at the office of their Advocate-on-Record, Victor Moses & Co., Advocates, 6, Old Post Office Street, Kolkata-700 001 and advertisement of the resolutions by postal ballot/e-voting giving the details as required under the Postal Ballot Rules, be published once in English newspaper "The Business Standard" and once in Bengali newspaper "Bartaman" in Kolkata. The publication in Calcutta Gazette is dispensed with.
In addition, at least 30 (thirty) clear days before the meeting to be held as aforesaid, notice convening the said meeting at the place and time as aforesaid and notice of the resolution by postal ballot/e-voting 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 other documents accompanying the same, including postal ballot forms and the prescribed Form of Proxy be sent by courier or by personal service addressed to each of the equity shareholders in the applicant no. 2 at their respective last known addresses. Such notice shall be sent by email to all the shareholders, who have provided their email Id and consented to receiving documents by emails from the applicant no. 2. The notice shall be sent to the equity shareholders at their respective or last known address/email Id, as aforesaid. The notice shall specify a date which is not less 3 .
than 30 days from the date of completion of dispatch of the notice as the last date by which the votes, whether by Postal Ballot or by E-voting, have to be tendered, as aforesaid.
Advocate-on-Record for the applicant no. 2 do within seven days (after obtaining an authenticated copy of this order) file in Court, the forms of the notices and the statement to accompany the notice and the same shall be settled by the Assistant Registrar (Company) of this Court.
Mr. Deb Mukherjee, Advocate, shall be the Chairperson for the said meeting of the equity shareholders of the applicant no. 2 to be held as aforesaid at a remuneration of 5000 GM.
Ms. Urmila Chakraborty, Advocate, shall act as the Scrutiniser for conducting the postal ballot/e-voting in respect of applicant no. 2 at a remuneration of 1500 GM.
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.
The quorum for the said meeting of the equity shareholders of the applicant no. 2 be fixed at 5(five) persons present either in person or by proxy.
Voting by proxy will 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 hours before the meeting.
The Chairperson shall have the power to adjourn the meeting, if necessary.
The value of the vote 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 of the vote for the purpose of the meeting.
4.
The Chairperson do report to this Court the result of the said meeting within three weeks from the date of the conclusion of the meeting and the report shall be verified by affidavit of the Chairperson.
The Scrutiniser shall declare the results of the postal ballot/e- voting within a period of three weeks from the end of the last date of voting specified in the notice. The minutes shall be prepared and signed by the Scrutiniser. The declaration shall be posted on the notice boards of the applicant no. 2 at its registered office as also on the website of the applicant no. 2. The scrutiniser shall also report to the Court the results of the said Postal Ballot/E- Voting within the said period and the report shall be verified by affidavit of the scrutiniser.
The summons be signed as of date. C.A. No. 700 of 2015 is disposed of without any order as to costs.
Urgent certified website copies of this order, if applied for, be issued to the parties subject to compliance with all requisite formalities.
(SANJIB BANERJEE, J.) bp.