Calcutta High Court
Philips India Limited & Anr vs Unknown on 14 May, 2015
Author: Biswanath Somadder
Bench: Biswanath Somadder
CA No.317 of 2015
IN THE HIGH COURT AT CALCUTTA
Original Jurisdiction
ORIGINAL SIDE
IN THE MATTER OF:
PHILIPS INDIA LIMITED & ANR.
Appearance:
Mr. Ratnanko Banerji, Sr. Adv.
Mr. Manu Krishnan, Adv.
Mr. Utsav Mukherjee, Adv.
...for the applicants.
BEFORE:
The Hon'ble JUSTICE BISWANATH SOMADDER
Date : 14th May, 2015.
The Court : Let the supplementary affidavit filed in Court today on behalf of the applicants be taken on record.
Upon the application of the above named applicant company No.1 and applicant company No.2 and by summons taken out on behalf of the applicant company No.1 dated May 14, 2015 and by summons taken out on behalf of the applicant company No.2 dated May 14, 2015 and upon hearing Mr. Ratnanko Banerji, Senior Advocate for the applicant companies and upon reading of the affidavit of Mr. Rajiv Mathur affirmed on May 5, 2015 and filed on the same date and the supplementary affidavit of Mr. Rajiv Mathur affirmed on May 13, 2015, and Annexure "A" thereto being a copy of the proposed Scheme of Arrangement for Demerger between Philips India Limited and Philips Lighting India Limited (hereinafter referred to as the 'Scheme') and as approved by the Board of 2 Directors of the applicant company No.1 on April 27, 2015 and applicant company No.2 on April 20, 2015.
That dispensation is granted for convening the meeting of the equity shareholders of the applicant company No.2 as all the equity shareholders of the applicant company No.2 have given their written consent and approval to the Scheme of Arrangement for demerger as stated in paragraph 12 of the affidavit in support of Summons.
That a meeting of the equity shareholders of the applicant company No.1 be held at GD Birla Sabhaghar, 29, Ashutosh Chowdhury Avenue, Near Ballygunge Post Office, Ballygunge, Kolkata- 700 019 on 6th July, 2015 at 10:30 AM, for the purpose of considering, and if thought fit, approving with or without modification, the proposed scheme of Arrangement for Demerger between the applicant company No.1 and Applicant Company No.2.
That at least 21 (twenty one) clear days before the day appointed for 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 of Arrangement for Demerger as also 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 Speed Post addressed to each of the equity shareholders of the applicant company No.1 at their respective last known addresses.
That at least 21 (twenty one) clear days before the date of the meeting to be held as aforesaid an advertisement convening the said meeting and stating that the copy of the said scheme together with the copy of the statement required to be sent under Section 393 of the Companies Act, 1956 and the prescribed form 3 of proxy can be obtained free of charge at the registered office of the applicant company No.1 or at the office of their Advocate, Mr. Utsav Mukherjee of M/s Shardul Amarchand Mangaldas & Co., 227, AJC Bose Road, Kolkata- 700 020 be inserted once in 'The Business Standard' and 'Aajkal' in Kolkata. The publication in the Official Gazette is dispensed with.
That the advocate for the applicant company No.1 abovenamed do within five days after obtaining the signed copies of the minutes of the order, file in Court, the form of the Advertisement, the notice and the statement to accompany the notice and the proxy form and the same shall be settled by the Assistant Registrar (Company) of this Court.
That Mr. Ramesh Sharma, Advocate, Bar Library Club, failing which, Mr. Debajyoti Dutta, Advocate, Bar Library Club shall be the Chairperson of the meeting of the equity shareholders of the applicant company No.1 to be held as aforesaid at a remuneration of 2000 Gms.
That the Chairperson appointed for the above said meeting or any person authorized by them or any one of them do issue or cause to be issued the advertisement of the said meeting referred above and sent out the notice of the said meeting referred to above.
That the quorum for the meeting of equity shareholders of applicant company No.1 be fixed at 5 (five) shareholders present in person.
That the Chairperson of the meeting shall have the power to adjourn the meeting for time to time, if so required.
Voting by proxy be permitted provided a proxy in prescribed form, duly signed by the person(s) entitled to attend and vote at the meeting, is filed with the 4 applicant Ccompany No.1 at its registered office not later than forty eight hours before the time of the said meeting.
That the number of equity shares of each member and value thereof shall be in accordance with the books of applicant company No.1 and where entries in the books are disputed, the Chairperson shall determine such number and value thereof for the purposes of the meeting.
That the Chairperson(s) of the aforesaid meeting shall have and exercise all powers to convene, hold and conduct the said meeting in a peaceful manner.
That the Chairperson(s) do report to this Court the result of the said meeting or any adjournment thereof within seven days of the conclusion of the meeting and the report shall be verified by their affidavit.
Summons be signed as of date. C.A.No.317 of 2015 is, thus, disposed of without any order as to costs.
Urgent photostat certified copies of this order, if applied for, be supplied to the parties upon compliance of all requisite formalities.
(BISWANATH SOMADDER, J.) Bp.