Calcutta High Court
Titagarh Marine Limited & Ors vs Unknown on 5 January, 2016
Author: Biswanath Somadder
Bench: Biswanath Somadder
Company Application No.740 OF 2015
IN THE HIGH COURT AT CALCUTTA
ORDINARY JURISDICTION
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In the matter of:
Titagarh Marine Limited & Ors. Before:
The Hon'ble Justice Biswanath Somadder Date: January 5, 2016 Appearance:
Ms. Manju Bhuteria, Adv., Mr.Deepnath Roychowdhury, Adv. and Ms. Swati Agarwal, Adv. The Court:
Let the supplementary affidavit filed in Court today on behalf of the applicants be taken on record.
A meeting of the members holding equity shares of Titagarh Marine Limited, being the applicant No.1 herein shall be convened and held at "Kala Kunj", 48 Shakespeare Sarani Kolkata-700 017 on 15th February, 2016 at 10 a.m. for the 2 purpose of considering and, if thought fit, approving, with or without modification the proposed Scheme of Amalgamation of the applicant Nos. 1 to 4 with the applicant No.5. A meeting of the members holding equity shares of Cimco Equity Holdings Private Limited being the applicant No.2 herein shall be convened and held at "Kala Kunj", 48 Shakespeare Sarani Kolkata-700 017 on 15th February, 2016 at 1 p.m. for the purpose of considering and, if thought fit, approving, with or without modification the proposed Scheme of Amalgamation of the applicant Nos. 1 to 4 with the applicant No.5. A meeting of the members holding equity shares of Corporated Shipyard Private Limited being the applicant No.3 herein shall be convened and held at "Kala Kunj", 48 Shakespeare Sarani Kolkata-700 017 on 15th February, 2016 at 3 p.m. for the purpose of considering and, if thought fit, approving, with or without modification the proposed Scheme of Amalgamation of the applicant Nos. 1 to 4 with the applicant No.5. A meeting of the members holding equity shares of Times Marine Enterprises Private Limited being the applicant No.4 herein shall 3 be convened and held at "Kala Kunj", 48 Shakespeare Sarani Kolkata-700 017 on 15th February, 2016 at 4.30 p.m. for the purpose of considering and, if thought fit, approving, with or without modification the proposed Scheme of Amalgamation of the applicant Nos. 1 to 4 with the applicant No.5. A meeting of the members holding equity shares of Titagarh Wagons Limited being the applicant No.5 herein shall be convened and held at "Kala Kunj", 48 Shakespeare Sarani Kolkata-700 017 on 15th February, 2016 at 10.30 a.m. for the purpose of considering and, if thought fit, approving, with or without modification the proposed Scheme of Amalgamation of the applicant Nos. 1 to 4 with the applicant No.5. The resolution for the approval of the Scheme of Amalgamation shall be put to the equity shareholders of the applicant No. 5 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) 4 Amendment Rules, 2015. As an alternative to voting physically by postal ballot, e-voting option shall also be given to the equity shareholders of the applicant No. 5 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. 5. 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 meetings, 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 a form of proxy can be obtained free of charge at the registered offices of the applicants or at the office of the Advocate-on-Record, Fox & Mandal, Advocates, 12, Old Post Office Street, 1st floor, Kolkata-700 001 and advertisement of the resolution by postal ballot/e-voting giving details as required under the Postal Ballot Rules be published once in English newspaper 'Business Standard' and once in Bengali newspaper 'Pratidin'. Publication in the Kolkata Gazette is dispensed with.5
In addition, at least 30 (thirty) clear days before the meeting to be held as aforesaid in respect of applicant No.5 and 21 (twenty one) clear days before the meetings to be held as aforesaid in respect of applicant Nos. 1 to 4, notices convening the said meetings at the place and times as aforesaid and notices of the resolution by postal ballot/e-voting in respect of the applicant No.5 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 (in respect of applicant No.5) and the prescribed form of proxy be sent by courier or by personal service addressed to each of the equity shareholders in the applicants at their respective last known addresses and in respect of the applicant No.5 such notice shall be sent by email to all the shareholders who have provided their email id and consented receiving document by email from the applicant No.5.
The notices shall be sent to the equity shareholders at their respective last known address and email Id (in respect of applicant No. 5), as aforesaid. In respect of applicant No.5 notices shall specify a date which is not less than 30 (thirty) days from the date of completion of dispatch of the notice as the 6 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 applicants do within 7 (seven) days (after obtaining website 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. Sugata Bhattacharya, Advocate, Bar Association Room No. 7, failing which Mr. Kaushik Kanti Maity, Advocate, 6A, Kiran Sankar Roy Road, 3rd Floor, Room No. 28, Kolkata-700 001 shall be the Chairperson for the said meeting of the equity shareholders of the applicant No.1 to be held as aforesaid at a remuneration of 1000 GM.
Mr. Kaushik Kanti Maity, Advocate, 6A, Kiran Sankar Roy Road, 3rd Floor, Room No. 28, Kolkata-700 001, failing which Mr. Sugata Bhattacharya, Advocate, Bar Association Room No. 7 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 1000 GM.
7Mr. Bijan Dutta, Advocate, 6, Old Post Office Street, 3rd Floor, Kolkata-700 001, failing which Mr. Amlan Jyoti Sengupta, Advocate, Bar Association Room No. 13 shall be the Chairperson for the said meeting of the equity shareholders of the applicant No.3 to be held as aforesaid at a remuneration of 1000 GM. Mr. Amlan Jyoti Sengupta, Advocate, Bar Association Room No. 13, failing which Mr. Bijan Dutta, Advocate, 6, Old Post Office Street, 3rd Floor, Kolkata-700 001 shall be the Chairperson for the said meeting of the equity shareholders of the applicant No.3 to be held as aforesaid at a remuneration of 1000 GM. Mr. Debajyoti Dutta, Advocate, Bar Library Club, failing which Mr. Anil Kumar Gupta, Advocate, Bar Association Room No. 10 shall be the Chairperson for the said meeting of the equity shareholders of the applicant No.4 to be held as aforesaid at a remuneration of 1000 GM.
Mr. Anil Kumar Gupta, Advocate, Bar Association Room No. 10, failing which Mr. Debajyoti Dutta, Advocate, Bar Library Club shall be the Chairperson for the said meeting of the equity 8 shareholders of the applicant No.5 to be held as aforesaid at a remuneration of 1000 GM.
Mr. Keshab Bhattacharjee, Advocate, Bar Association Room No. 4 shall act as Scrutiniser for conducting the postal ballot/e- voting in respect of applicant No.5 at a remuneration of 1000 GM.
The Chairpersons appointed for the said meetings or any person authorised by them do issue and send out notices of the said meetings referred to above.
The quorum for the said meetings of the equity shareholders of the applicant Nos. 1 and 5 be fixed at 5 (five) persons, present either in person or by proxy.
The quorum for the said meetings of the equity shareholders of the applicant Nos. 2, 3 and 4 be fixed at 2 (two) 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 9 and vote at the meetings is filed with the relevant applicant at its registered office not later than 48 (forty eight) hours before the meetings. The Chairpersons shall have the power to adjourn the meetings, if necessary.
The value of the vote of each member shall be in accordance with the books of the applicants where entries in the books are disputed, the relevant Chairperson shall determine the value of the vote for the purpose of the meeting.
The Chairpersons do report to this Court the result of the said meetings within 3 (three) weeks from the date of the conclusion of the meetings and the report shall be verified by affidavits of the respective Chairperson.
The scrutiniser shall declare the resolutions of the postal ballot/e-voting within a period of 3 (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. A declaration shall be pasted on the notice board of the applicant No.5 at its registered office as also on the website of the applicant No.5. The scrutiniser shall also report to the Court the results of the said 10 postal ballot/e-voting within the said period and the report shall be verified by an affidavit.
Summons be signed as of date. Company Application No. 740 of 2015 is disposed of without any order as to costs. Urgent photostat certified copy of this order, if applied for, be issued to the parties subject to compliance with all requisite formalities.
(Biswanath Somadder, J.) sg.