Calcutta High Court
Re: Macmet India Ltd. & Anr vs Overload Impex Pvt. Ltd on 7 October, 2013
Author: Harish Tandon
Bench: Harish Tandon
CA No. 457 of 2013 IN THE HIGH COURT AT CALCUTTA ORDINARY JURISDICTION Re: Macmet India Ltd. & Anr.
And Overload Impex Pvt. Ltd.
Before:
The Hon'ble Justice Harish Tandon Date: 7th October 2013 Appearance:
Mrs. Manju Bhuteria, Advocate Mr. Soorjya Ganguli, Advocate Ms. Shreya Chowdhury, Advocate Mr. Rishav Banerjee, Advocate for the applicant The Court: A meeting of the members holding equity shares of the applicant no. 1 abovenamed shall be convened and held at the registered office of the applicant no. 1 being 27B, Camac Street, Kolkata - 700016 on 21st December 2013 at 3 PM for the purpose of considering and if thought fit approving, with or without modification, the proposed scheme of demerger of the applicant no. 1 with the applicant no. 2.
A meeting of members holding equity shares of the applicant no. 2 abovenamed shall be convened and held at the registered office of the applicant no.
2 being 27B, Camac Street, Kolkata - 700016 on 21st December 2013 at 3.30 PM for the purpsoe of considering and if thought fit approving, with or without modification, the proposed scheme of demerger of the applicant no. 1 with the applicant no. 2.
At least 21 clear days before the date of the said meetings an advertisement convening the same and stating that copies of the said scheme of demerger and of the statement required to the 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 concerned or at the office of their advocate M/s. Udwadia Udeshi & Argus Partners, Advocates of 238B, AJC Bose Road, Kolkata - 700020 be inserted once each in "Pritidin", Bengali newspaper and in "The Financial Express", English newspaper. The publicaiton in the Calcutta Gazette is dispensed with.
In addition, at least 21 clear days before the meetings to be held as aforesaid, a 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 the prescribed form of proxy be sent by the registered post or by hand through personal messenger addressed to each of he equity shareholders in the applicants concerned at their respective or last known addresses.
The advocate-on-record for the applicants do within seven days (after obtaining an authenticated copy of this order) file in Court the form of the notices and the statement to accompany the notice and the same shall be settled by the Assistant Registrar (Company) of this Court.
Ms. Chhabi Bhattacharyya, Advocate of Bar Association, Room No. 2 shall be the Chairperson for the meeting of the members holding equity shares of the applicant no. 1 to be held as aforesaid at a remuneration of 1500 Gms.
Mr. Prithviraj Sinha, Advocate of Bar Library Club shall be the Chairperson for the meeting of the members holding equity shares of the applicant of the applicant no. 2 to be held as aforesaid at a remuneration of 1500 Gms.
The Chairpersons appointed for the said meetings or any person authorised by him do issue and send out the notices of the said meetings referred to above.
The quorum for the meeting of the equity shareholders of the applicant no. 1 shall be five members present either in person or in proxy and the quorum for the meeting of the equity sharesholders of the applicant no. 2 shall be two members present either in person or by proxy.
Voting by proxy be permitted that a proxy in the prescribed form duly signed by the person(s) entitled to attend and vote at the meetings are filed with the applicants at their respective registered offices not later than 48 hours before the meetings. The Chairpersons shall have the power to adjourn the meetings, if necessary.
The value of each member shall be in accordance with the books of the applicants and where the entries in the books are disputed, the Chairperson shall determine the value for the purpose of the meetings.
The Chairpersons do report to this Court the result of the said meetings as aforesaid within three weeks from the date of conclusion of the said meetings and the said report shall be verified by an affidavit made by the Chairpersons.
Summons be signed as of date.
CA No. 457 of 2013 is disposed of.
(Harish Tandon, J.) R. Bose AR(CR)