Calcutta High Court
M/S Tollygunge vs Unknown on 19 May, 2016
Author: Biswanath Somadder
Bench: Biswanath Somadder
ORDER SHEET C.A. 322 of 2016 In the High Court at Calcutta Original Jurisdiction In the matter of : M/s Tollygunge Estates Private Limited & Ors.
Before : The Hon'ble Justice Biswanath Somadder Date : May 19, 2016 Mr. Deepak Agarwal, Mrs. Arunima Lala Sengupta, Advocates for the applicants.
THE COURT: A meeting of the equity shareholders of M/s Tollygunge Estates Private Limited, being applicant no. 1 abovenamed (hereinafter referred to as the "TEPL") shall be convened on 22nd July, 2016 at 5 p.m. at Suite Nos. 2D and 2E, 2nd Floor, Ho Chi Minh Sarani, Kolkata 700 071 for the purpose of considering and if thought fit, approving with or without modification, a Scheme of Arrangement between TEPL and IQ City Infrastructure Private Limited (hereinafter referred to as the "IQCI"), being the applicant no. 2 and Mani Square Limited (hereinafter referred to as the "MSL") being the applicant no. 3.
A separate meeting of the equity shareholders of the IQ City Infrastructure Private Limited (hereinafter referred to as the "IQCI"), being the applicant no. 2 shall be convened and held on the same day at the same venue at 5.30 p.m. for the purpose of considering and if thought fit, approving with or without modification, a Scheme of Arrangement between TEPL and IQCI and MSL.
2
A separate meeting of the equity shareholders of the Mani Square Limited (hereinafter referred to as the "MSL") being the applicant no. 3 shall be convened and held on the same day at the same venue at 5.45 p.m. for the purpose of considering and if thought fit, approving with or without modification, a Scheme of Arrangement between TEPL and IQCI and MSL.
At least twenty-one clear days before the meetings to be held as aforesaid, a notice convening the said meetings, at the place and time as aforesaid, together with a copy of the said Scheme of Arrangement, 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 post, by courier and/or 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 appointed for the meetings, an advertisement convening the same and stating that copies of the said Scheme of Arrangement 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 advocates representing the applicant companies, shall be inserted and published once in "Business Standard"
and once in "Aajkal". Publication of the notice of the meetings in the Calcutta Gazette, however, is dispensed with Advocates for the applicant companies shall within twenty 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.3
Mr. Partha Pratim Roy, Advocate, Bar Association Room No.11, failing which Mr. Shamimul Bari, Advocate, Bar Association Room No.15, shall be the Chairperson of the meeting of the equity shareholders of the TEPL to be held as aforesaid at a remuneration of 2000 GMs, for such meeting. Mr. Shamimul Bari, Advocate, Bar Association Room No.15, failing which Mr. Partha Pratim Roy, Advocate, Bar Association Room No.11, shall be the Chairperson of the meeting of the equity shareholders of the IQCI to be held as aforesaid at a remuneration of 2000 GMs, for such meeting. Mr. Anil Kumar Gupta, Advocate, Bar Association Room No.10, failing which Mr. Soumen Mohanty, Advocate, C/o. Mr. U.S. Menon, Advocate, 11, Old Post Office Street, Kolkata, shall be the Chairperson of the meeting of the equity shareholders of the MSL to be held as aforesaid at a remuneration of 2000 GMs, for such meeting.
The quorum for the said meetings of the equity shareholders for the TEPL and IQCI shall be 2 (two) persons respectively either personally or by proxy.
The quorum for the said meetings of the equity shareholders for the MSL shall be 5 (five) persons respectively 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 meetings, is filed with the applicant companies at their respective registered office not later that forty eight hours before the meetings. The Chairpersons shall have the power to adjourn the meetings, if necessary. 4
The value of each share shall be in accordance with the books of the applicant companies and where entries in the books are disputed, the respective Chairpersons shall determine the value for the purpose of the meetings.
The Chairpersons shall report to this Court the results of the said three meetings within two weeks from the date of conclusion of such meetings and their reports shall be verified by their respective affidavits.
Let the Summons be signed as of date.
C.A. 322 of 2016 is accordingly disposed of.
Urgent photostat certified copy of this order, if applied for, be supplied to the parties subject to compliance of all requisite formalities.
(BISWANATH SOMADDER, J.) sg.