Calcutta High Court
Kalindee Rail Nirman (Engineers ) ... vs Texmaco Rail & Engineering Limited on 14 May, 2015
Author: Biswanath Somadder
Bench: Biswanath Somadder
ORDER SHEET
CA No.286 of 2015
IN THE HIGH COURT AT CALCUTTA
Original Jurisdiction
IN THE MATTER OF :
KALINDEE RAIL NIRMAN (ENGINEERS ) LIMITED
AND
TEXMACO RAIL & ENGINEERING LIMITED
BEFORE:
The Hon'ble JUSTICE BISWANATH SOMADDER
Date : 14th May, 2015.
Mr.Ratnanko Banerji, Sr.Advocate, Mr. Manu Krishnan, Mr.Utsav Mukherjee, Advocates for the applicant.
The Court : Let the supplementary affidavit filed in Court today on behalf of the applicant be taken on record.
Upon the application of the abovenamed applicant company and by summons taken out on behalf of the applicant company dated 14th May, 2015 and upon hearing Mr. Ratnanko Banerji, Senior Advocate for the applicant company and upon reading of the affidavit of Mr. Ashok Kumar Vijay affirmed on April 27, 2015 and filed on the same date and upon reading a supplementary affidavit affirmed by Mr. Ashok Kumar Vijay on 13th May, 2015, and Annexure "A" thereto being a copy of the proposed scheme of amalgamation as more particularly set out in the scheme of amalgamation between Kalindee Rail Nirman(Engineers) Limited and Texmaco Rail and Engineers Limited (hereinafter referred to as the "Scheme") and as approved by the Board of Directors of the applicant company on May 21, 2014.
2
That a meeting of the equity shareholders of the applicant company, Texmaco Rail and Engineers Limited be held at K.K. Birla Kala Kendra, Texmaco Estate, Belgharia, Kolkata-700056 on July 14, 2015 at 10.30 am, for the purpose of considering, and if thought fit, apoproving with or without modification, the proposed scheme of amalgamation.
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 amalgamation 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 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 of proxy can be obtained free of charge at the registered office of the applicant company or at the office of their advocate, Mr. Utsav Mukherjee of M/s. Shardul Amarchand Mangaldas & Co., 227, AJC Bose Road, Kolkata -700020 be inserted once in 'Business Standard' and 'Aaajkal' in Kolkata The publication in the Official Gazette is dispensed with.
That the advocate for the applicant company abovenamed do within five days after obtaining a photostat certified copy 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. Somen Bose, Advocate, Bar Association Room No.3, failing which Ms. Somoshree Saha, Advocate, Bar Association Room No.13, shall be the Chairperson 3 of the meeting of the equity shareholders of the applicant company to be held as aforesaid at a remuneration of 1500 GMs.
That the Chairperson appointed for the above said meeting or any person authorised by them or any one of them do issue or cause to be issued the advertisement of the said meeting referred above and send out the notice of the said meeting referred to above.
That the quorum for the meeting of equity shareholders of applicant company be fixed at 5(five) shareholders present in person.
That the Chairperson of the meeting shall have the power to adjourn the meeting from 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 applicant company 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 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.286 of 2015 is thus disposed of without any order as to costs. 4 Urgent photostat certified copy of this order be supplied to the parties, if applied for, upon compliance of all requisite formalities.
(BISWANATH SOMADDER, J.) pa