Emc Limited & Ors vs Unknown on 21 November, 2016

[Cites 4, Cited by 0]

Calcutta High Court

Emc Limited & Ors vs Unknown on 21 November, 2016

Bench: Soumen Sen

                                     ORDER SHEET
                                    CA No.773 of 2016
                            IN THE HIGH COURT AT CALCUTTA
                                   Original Jurisdiction
                                     ORIGINAL SIDE




                                    IN THE MATTER OF :
                                    EMC LIMITED & ORS



  BEFORE:
  The Hon'ble JUSTICE SOUMEN SEN

Date : 21st November, 2016.

Appearance:

Mr. D.N. Sharma, Adv.

Mr. T. Khaitan, Adv.

The Court : This is an application under Section 391(1) of the Companies Act, 1956.

A meeting of the Equity Shareholders of EMC Limited, being the Applicant Company no.1 abovenamed (hereinafter referred to as "EMC") shall be convened and held at Auditorium, Club Eco Vista, Ecospace Business Park, Plot No: 2-F/11, New Town, Rajarhat, 24 Parganas (North), Kolkata 700 156 on Wednesday, the 11th day of January, 2017 at 10.30 a.m.for the purpose of considering, and if thought fit, approving, with or without modifications, the proposed Scheme of Amalgamation of EMC, McNally Bharat Engineering Company Limited, being the Applicant Company no.2 abovenamed (hereinafter referred to as "MBECL") and McNally Sayaji Engineering Limited, being the Applicant Company no.3 abovenamed (hereinafter referred to as "MSEL") with Kilburn Engineering Limited, being the Applicant Company no.4 abovenamed (hereinafter referred to as "the Transferee Company").

A meeting of the Equity Shareholders of MSEL shall be convened and held at Auditorium, Club Eco Vista, Ecospace Business Park, Plot No: 2-F/11, New Town, Rajarhat, 24 Parganas (North), Kolkata 700 156 on Wednesday, the 11th day of January, 2017 at 11.30 a.m.for the 2 purpose of considering, and if thought fit, approving, with or without modifications, the proposed Scheme of Amalgamation of EMC, MBECL and MSEL with the Transferee Company.

A meeting of the Equity Shareholders of the Transferee Company shall be convened and held at Auditorium, Club Eco Vista, Ecospace Business Park, Plot No: 2-F/11, New Town, Rajarhat, 24 Parganas (North), Kolkata 700 156 on Wednesday, the 11th day of January, 2017 at 12.30 p.m.for the purpose of considering, and if thought fit, approving, with or without modifications, the proposed Scheme of Amalgamation of EMC, MBECL and MSEL with the Transferee Company.

A meeting of the Equity Shareholders of MBECLshall be convened and held at Auditorium, Club Eco Vista, Ecospace Business Park, Plot No: 2-F/11, New Town, Rajarhat, 24 Parganas (North), Kolkata 700 156 on Wednesday, the 11th day of January, 2017 at 2.30 p.m.for the purpose of considering, and if thought fit, approving, with or without modifications, the proposed Scheme of Amalgamationof EMC, MBECL and MSEL with the Transferee Company.

A meeting of the Preference Shareholders of MBECL shall be convened and held at Auditorium, Club Eco Vista, Ecospace Business Park, Plot No: 2-F/11, New Town, Rajarhat, 24 Parganas (North), Kolkata 700 156 on Wednesday, the 11th day of January, 2017 at 4.00 p.m.for the purpose of considering, and if thought fit, approving, with or without modifications, the proposed Scheme of Amalgamation of EMC, MBECL and MSEL with the Transferee Company.

The following resolution for approval of the Scheme by requisite majority of shareholders, as required under Section 391 of the Companies Act, 1956, shall be put for consideration and voting by the equity shareholders of EMC, MBECL, MSEL and the Transferee Company and Preference Shareholders of MBECL:-

"Resolved that the Scheme of Amalgamation of EMC Limited, McNally Bharat Engineering Company Limited and McNally Sayaji Engineering Company Limited with Kilburn Engineering Limitedbe and is hereby approved."

At least 21 (twenty one) clear days before the date of the said meetings to be held, as aforesaid, notice convening the said meetings at the place and times, 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 other documents accompanying the same and the prescribed form of Proxy be sent addressed to each of the said shareholders of the respective Applicant Companies. Such notices shall be sent by e-mail to all the shareholders whose email ids are available as per the records of the respective Applicant Companies or as provided by their respective depository. Such notices shall be sent by registered post or speed post or by courier to all the other shareholders of the respective Applicant Companies. The notices shall be sent to the shareholders of the Applicant Companies at their respective registered or last known addresses/ e-mail ids, as aforesaid. In so far as Equity Shareholders of MBECL, MSEL and the Transferee Company are concerned, the notice convening meetings of the shareholders will also contain resolution by postal ballot/e-voting and including postal ballot forms to enable the equity shareholders of MBECL, MSEL and the Transferee Company to exercise voting by postal ballot and e-voting.Further, in relation to MBECL, MSEL and the Transferee Company, the noticeshall specify a date which is not less than 30 (thirty) days from the date of completion of despatch 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.

In addition to the said notice of meetings, 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 forms of Proxy and other documents accompanying the notice can be obtained free of charge at the respective registered offices of the Applicant Companies be inserted once each in the "Business Standard" English newspaper and the "Pratidin" Bengali newspaper in Kolkata. The publication in the Kolkata Gazette is dispensed with.

The Advocates-on-Record for the Applicant Companies do within 7 (seven) days (after obtaining an authenticated/website copy of this order) file in Court the forms of the notice of meetings, advertisement and the statement to accompany the notice of meetings and the same shall be settled by the Assistant Registrar (Company) of this Court. The said notice, statement and 4 advertisement shall be supported by an affidavit of the Applicants which shall be filed along with the same.

For ascertaining the majority required for approval of the scheme under Section 391(2) of the Companies Act, 1956, poll is required to be taken on the resolution pursuant to Rule 77 of the Companies (Court) Rules, 1959. In this regard, the Equity shareholders of MBECL and MSEL and the Transferee Company shall be given the option of voting on the resolution for approval of the scheme by casting their votes electronically from any place other than the venue of the meeting ("e- voting") or by postal ballot. The business of the meetings may be transacted accordingly. The resolution for approval of the scheme of amalgamation shall, if passed by a majority in number representing three-fourths in value of the equity shareholders casting their votes physically (and in cases of MBECL, MSEL and the Transferee Company, electronically or by postal ballot), as the case may, shall be deemed to have been duly passed on the date of the said meetings of such shareholders under Section 391(2) of the said Act.

Subject to the directions and matters dealt with herein, the procedure for e-voting and conduct of poll physically in so far as the same is prescribed by Rules 20 and 21 of the Companies (Management & Administration) Rules, 2014 ("the said Rules") and the forms thereunder shall be followed in cases of meetings of equity shareholders of MBECL, MSEL and the Transferee Company with such variations as required in the circumstances and in relation to the resolution for approval of the Scheme.

The e-voting facility for the meetings of shareholders of meetings of equity shareholders of MBECL, MSEL and the Transferee Company shall be provided in the manner and on the electronic platform provided by Central Depository Services (India) Limited ("CDSL"), an agency approved by the Ministry of Corporate Affairs in terms of the said Rules and arranged by MBECL and MSEL and the Transferee Companyfor such purpose. The cut-off date in terms of the said Rules for determining the eligibility of equity shareholders of MBECL, MSEL and the Transferee Company to vote ("hereinafter referred to as the Relevant Date") shall be 2nd December, 2016. The e-voting facility shall be open from 10.00 a.m. on 12th December, 2016 and ends on 10th January, 2017at 5:00 P.M. The e-voting facility shall be closed thereafter.

Equity Shareholders of MBECL, MSEL and the Transferee Company choosing to cast their votes by e-voting or by postal ballot shall also be entitled to attend and participate in the concerned meetings, save and except that they shall not be entitled to vote again at the respective meetings and if they do so, the votes so cast again by them shall be disregarded and treated as invalid. At the venue of the meetings, the votes shall be taken physically by ballot papers. Facility for voting electronically shall not be available at the venue of the meetings.

Mr. Shankar Mukherjee, Advocate of Bar Association Room No.11 failing him Ms. Mun Mun Tewari, Advocate (Mob. No.9831069124) of Bar Association Room No.13 shall be the Chairperson of the said meeting of the Equity Shareholders of EMC to be held as aforesaid at a remuneration of 2000 G.Ms. Mr. Uttam Banerjee, Advocate of Bar Association Room No16, failing him Ms. Soma Chakraborty, Advocate (Mob. No.9830244979) of Bar Association Room No.7 shall be the Chairperson of the said meeting of the Equity Shareholders of MSEL to be held as aforesaid at a remuneration of 2000 G.Ms. Mr. Manojit Bhattacharyya, Advocate of Bar Association Room No.14 failing him Ms. Srijani Bhattacharjee, Advocate (Mob. No.8276805584) of Bar Association Room No.12 shall be the Chairperson of the said meeting of the Equity Shareholders of the Transferee Company to be held as aforesaid at a remuneration of 2000 G.Ms. Mr. Chandan Misra, Advocate (Mob. No.9432065664) of Bar Association Room No.13 failing him Ms. Aparna Ghosh, Advocate of Bar Association Room No.5 shall be the Chairperson of the said meeting of the Equity Shareholders of MBECLto be held as aforesaid at a remuneration of 2000 G.Ms. Mr. Parikshit Basu, Advocate of Bar Association Room No.16 failing him Ms. Shreya Trivedi, Advocate (Mob. No.9883690210), shall be the Chairperson of the said meeting of the Preference Shareholders of MBECLto be held as aforesaid at a remuneration of 2000 G.Ms. 6 The Chairpersons appointed for the said meetings or any person authorised by them do issue the advertisement and send out the notice of the meeting referred to above.

The quorum for the said meeting of the Equity Shareholders of the Applicant Companies shall be as follows:

Meeting of Equity Shareholders of EMC 5 Meeting of Equity Shareholders of MSEL 5

Meeting of Equity Shareholders of the Transferee Company 30 Meeting of Equity Shareholders of MBECL 30 Meeting of Preference Shareholders of MBECL 2 That voting by proxy be permitted only at the venue of the meetings, 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 Applicant Companies at their respective registered officesnot later than forty eight hours before the meeting(s). The Chairperson(s) shall have the power to adjourn the meeting(s), if necessary.

Thatthe value of the vote of each member shall be in accordance with the books of the Applicant Companies and, where entries in the books are disputed, the Chairperson concerned shall determine the valueof the vote for the purpose of the respective meetings.

In case of meetings of equity shareholders of MBECL, MSEL and the Transferee Company, the votes cast electronically and physically shall be scrutinized by a Scrutinizer who shall be appointed by MBECL, MSEL and the Transferee Company for their respective meetingsin accordance with the said Rules. The Scrutinizers shall be given access to the details of the shareholders from time to time as contemplated by the said Rules. The Scrutinizer of each meeting shall prepare a consolidated report on his scrutiny of the votes cast electronically and physically and submit the same along with all papers relating to the voting to the Chairpersons of the respective meetings within 3 days of the conclusion of the respective meetings. The Chairpersons 7 of the respective meetings shall declare the results of the meetings after submission of the respective reports of the Scrutinizers to them and such declaration and reports shall also be placed on the websites of MBECL, MSEL and the Transferee Company and also in the website of CDSL. The declaration of results by the Chairman concerned shall also be published in the same newspapers in which notice of the meetings is advertised. MBECL, MSEL and the Transferee Company shall also appoint a person who shall be responsible for addressing the grievances of the shareholders, if any, in connection with the e-voting as required by the said Rules.

In case of meetings of Equity Shareholders of EMC and Preference Shareholders of MBECL, votes cast physically shall be scrutinized by a Scrutinizer who shall be appointed by EMC and MBECL for their respective meetingsin accordance with the said Rules. The Scrutinizers shall be given access to the details of the shareholders from time to time as contemplated by the said Rules. The Scrutinizer of each meeting shall prepare a report on his scrutiny of the votes cast physically and submit the same along with all papers relating to the voting to the Chairpersons of the respective meetings within 3 days of the conclusion of the respective meetings. The Chairpersons of the respective meetings shall declare the results of the meetings after submission of the respective reports of the Scrutinizers to them. The declaration of results by the Chairman concerned shall also be published in the same newspapers in which notice of the meetings is advertised.

The Chairpersons of each meeting shall also report to this Court the results of the said meetings within three weeks from the date of the conclusion of the respective meetings and their reports shall be verified by their respective affidavits.

Summons be signed as of date. C.A. No.773 of 2016 is disposed of.

Urgent photostat certified copies of this order, if applied for, be supplied to the parties subject to compliance with all requisite formalities.

(SOUMEN SEN, J.) B.Pal

Unlock Advanced Research with PRISMAI

Calcutta High Court