Calcutta High Court
Damodar Ropeways & Construction ... vs Unknown on 6 January, 2011
Author: I. P. Mukerji
Bench: I.P.Mukerji
C.A. No. 978 of 2010 In the High Court at Calcutta Original Jurisdiction In the Matter of:
DAMODAR ROPEWAYS & CONSTRUCTION COMPANY PRIVATE LIMITED & ORS.
BEFORE:
The Hon'ble Justice I.P.Mukerji Date: 6th January, 2011.
A meeting of the Equity Shareholders of DAMODAR ROPEWAYS & CONSTRUCTION COMPANY PRIVATE LIMITED, being the applicant no.1 above named shall be convened and held at 16A, Shakespeare Sarani, 5th Floor, Kolkata 700 071, on Tuesday, the 15th day of February, 2011 at 4:15 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, 2, 3, 4 with the Applicant no.5 above named.
A meeting of the Equity Shareholders of RUSSEL CONSTRUCTION COMPANY LIMITED, being the applicant no.2 above named shall be convened and held at 16A, Shakespeare Sarani, 5th Floor, Kolkata 700 071, on Tuesday, the 15th day of February, 2011 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, 2, 3, 4 with the Applicant no.5 above named.
A meeting of the Equity Shareholders of TULROSE PHARMACEUTICALS PRIVATE LIMITED, being the applicant no.3 above named shall be convened and held at 16A, Shakespeare Sarani, 5th Floor, Kolkata 700 071, on Tuesday, the 15th day of February, 2011 at 4:45 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, 2, 3, 4 with the Applicant no.5 above named.
2A meeting of the Equity Shareholders of LIBERTY ESTATES & FINANCE COMPANY PRIVATE LIMITED, being the applicant no.4 above named shall be convened and held at 16A, Shakespeare Sarani, 5th Floor, Kolkata 700 071, on Tuesday, the 15th day of February, 2011 at 5:00 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, 2, 3, 4 with the Applicant no.5 above named.
A meeting of the Equity Shareholders of INDIAN ROPEWAYS & ENGINEERING COMPANY LIMITED, being the applicant no.5 above named shall be convened and held at 16A, Shakespeare Sarani, 5th Floor, Kolkata 700 071, on Tuesday, the 15th day of February, 2011 at 5:15 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, 2, 3, 4 with the Applicant no.5 above named.
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 a form of proxy can be obtained free of charge at the Registered Office of the Applicants or at the office of their Advocate Mr. Partha Ganguly, Advocate, 6, Old Post Office Street, Room no.54, Ground Floor, Kolkata 700 001 be inserted once each in the "Pratidin" and in "The Business Standard". The publication in the Calcutta Gazette is dispensed with.
In addition, at least 21 (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, 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 Post under Certificate of Posting or by hand through Personal Messenger addressed to each of the Equity Shareholders of the concerned Applicants at their respective or last known addresses.
The Advocate-on-Record for the Applicant Companies do within 3 days (after obtaining the signed copy of the minutes of this order) file in Court the 3 form of the notice and the Statement to accompany the notice and the same shall be settled by the Assistant Registrar (Company) of this Court.
Mr.Asim Kumar Ghosh, Advocate, Bar Association Room No.14 failing which Mr. Siddhartha Sankar Chakraborty, Advocate 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 600 Gms.
Mr. Siddhartha Sankar Chakraborty, Advocate, Bar Association Room No.14 failing which Mr.Asim Kumar Ghosh, 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 600 Gms.
Ms. Piyali Chatterjee, Advocate, Bar Association Room No.4 failing which Ms. Sudeshna Roy Banerjee, Advocate 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 600 Gms.
Ms. Sudeshna Roy Banerjee , Advocate, Bar Association Room No.4 failing which Ms. Piyali Chatterjee, Advocate 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 600 Gms.
Mr. Dhananjoy Mukherjee, Advocate, 7, Old Post Office Street, 1st floor, Room No.14 failing which Ms. Piyali Chatterjee, Advocate shall be the Chairperson for the said meeting of the Equity Shareholders of the Applicant No.5 to be held as aforesaid at a remuneration of 600 Gms.
The Chairpersons appointed for the said meetings or any one of them or any person authorised by them do issue and send out the notice of the said meetings referred to above.
The quorum for meetings of the Equity Shareholders of the Applicant nos.1, 3 and 4 be fixed at 2 (two) persons each present either in person or by proxy and that the quorum for meetings of the Equity Shareholders of the Applicant nos.2 and 5 be fixed at 5 (five) persons each present either in person or 4 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 meeting(s), is filed with the concerned Applicants at its Registered Office not later than forty eight hours before the respective meeting. The Chairpersons concern shall have the power to adjourn the meeting, if necessary.
The value of each member shall be in accordance with the books of the respective Applicants and where entries in the book are disputed, the Chairpersons concerned shall determine the value for the purpose of the meeting(s).
The Chairpersons do report to this Court the results of the said meetings within three weeks from the date of the conclusion of the meetings and their reports shall be verified by their affidavits.
Summons be signed as of date. The application is thus disposed of. The Chairpersons and all parties concerned do act on a signed copy of the minutes of this order duly signed by an officer of this Court being served on them on usual undertakings.
[I. P. MUKERJI, J.] pkd.
Asstt.Registrar[C.R.]