Calcutta High Court
Tata Global Beverages Limited vs Unknown on 10 April, 2014
Author: Patherya
Bench: Patherya
ORDER SHEET
CA 233 of 2014
IN THE HIGH COURT AT CALCUTTA
Original Jurisdiction
ORIGINAL SIDE
IN THE MATTER OF :
TATA GLOBAL BEVERAGES LIMITED
BEFORE:
The Hon'ble JUSTICE PATHERYA
Date : 10th April, 2014.
Mr. Ratnanko Banerjee, Mr. D.N. Sharma, Advs.
...for the applicant The Court : A meeting of the Equity Shareholders of Tata Global Beverages Limited, the Applicant Company abovenamed (hereinafter referred to as "the Transferee Company"), shall be convened and held at Kala Mandir, 48, Shakespeare Sarani, Kolkata 700 017 on Wednesday, the 4th day of June, 2014 at 2:30 p.m. for the purpose of considering, and, if thought fit, approving, with or without modification, the proposed Scheme of Amalgamation of Mount Everest Minaral Water Limited with the Transferee Company.
At least 21 (twenty one) clear days before the date of the said meeting, an advertisement convening the same and stating that copies 2 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 Transferee Company be inserted once each in "The Business Standard"
and "Pratidin" in Kolkata. The publication in the Gazette is dispensed with.
In addition, at least 21 (twenty one) clear days before 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, a copy of the Statement required to be sent under Section 393 of the Companies Act, 1956 and the prescribed form of Proxy shall be sent to each of the said Equity Shareholders of the Transferee Company. Such notices shall be sent by e-mail to all the shareholders whose email ids are available as per the records of the Transferee Company or as provided by the depository. Such notices shall be sent by post or by courier to all the other shareholders of the Transferee Company. The notices shall be sent to the shareholders at their respective or last known addresses/email ids, as aforesaid. The Transferee Company shall be at liberty to send notice of postal ballot/ e-voting in terms of Clause 5.16 of Securities and Exchange Board of India (SEBI) Circular dated 4th February, 2013 along with the said Notice of meeting hereby directed to be held.3
The Advocates-on-Record for the Transferee Company do within 7 days (after obtaining the signed copy of the Minutes of the order) file in Court the form of the notice, advertisement and the statement to accompany the notice and the same shall be settled by the Assistant Registrar (Company) of this Court.
Mr. Soumabho Ghose, Advocate, Bar Libaray Club, 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 1000 G.Ms. The Chairperson appointed for the said meeting or any person authorised by him do issue and send out the notices of the said meeting referred to above.
The quorum for the said meeting of the Equity Shareholders of the Transferee Company shall be 30(thirty) persons present either personally or 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, is filed with the Transferee Company at its registered office not later than forty eight hours before the meeting. The Chairperson shall have the power to adjourn the meeting, if necessary. 4
The value of each member shall be in accordance with the books of the Transferee Company and, where entries in the books are disputed, the Chairperson shall determine the value for the purpose of the meeting.
The Chairperson do report to this Court the results of the said meeting within two weeks from the date of the conclusion of the said meeting and such report shall be verified by affidavit.
Leave is given to sign the Summons as of date.
With the aforesaid, the application being C.A. No. 233 of 2014 is accordingly disposed of.
Urgent photostat certified copy of this order, if applied for, be supplied to the parties subject to compliance with all requisite formalities.
(PATHERYA, J.) TR/