Calcutta High Court
M.K.Shah Exports Ltd vs M.K.Jokai Agri Plantations Pvt. Ltd on 6 January, 2014
Author: Patherya
Bench: Patherya
Company Application No. 557 of 2013 IN THE HIGH COURT AT CALCUTTA Original Jurisdiction IN THE MATTER OF :
M.K.SHAH EXPORTS LTD.
AND M.K.JOKAI AGRI PLANTATIONS PVT. LTD. Before:
The Hon'ble Justice Patherya Date: 6th January,2014 APPEARANCE:
MS.M.BHUTERIA, MR.RAHUL AUDDY,ADVOCATES THE COURT: A meeting of the Shareholders of M. K. Shah Exports Limited (hereinafter referred to as the "Demerged Company") shall be convened and held at the office of Sandersons & Morgans, 5, Netaji Subhas Road, 1st Floor, Kolkata-700001 on the 11th day of February, 2014 at 3.00 p.m. for the purpose of considering and, if thought fit, approving with or without modification, the Scheme of Arrangement between M. K. Shah Exports Limited and M K Jokai Agri Plantations Private Limited 2 (hereinafter referred to as the "Resulting Company").
A meeting of the Shareholders of M K Jokai Agri Plantations Private Limited shall be convened and held at the office of Sandersons & Morgans, 5, Netaji Subhas Road, 1st Floor, Kolkata-700001 on the 11th day of February, 2014 at 3.30 p.m. for the purpose of considering and, if thought fit, approving with or without modification, the proposed Scheme of Arrangement.
At least 21 days before the day appointed for 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 of Arrangement and 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 Registered Post or by Hand Delivery to each of the Shareholders of all the Applicant Companies at their respective last known addresses.
At least twenty one clear days before the date of the meetings to be held as aforesaid, an advertisement convening the said meetings and stating that the copies 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 respective Registered Office of the Applicant Companies or at the office of their Advocate, Sandersons & Morgans, 5, Netaji Subhas Road, 1st Floor, 3 Kolkata-700001 be inserted once in English newspaper "The Statesman" and once in Bengali newspaper "Bartaman" in Kolkata. The publication in the Kolkata Gazette is dispensed with.
The Advocate-on-Record for the Applicant Companies do within 7 days from the date of obtaining this order file in Court the form of advertisement, the 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.
Ms.Shreya Choudhary, Advocate, Bar Association, Room No.16, failing which Ms.Chandrani Mukherjee, Advocate, Bar Association, Room No.4 shall be the Chairperson of the meeting of the Shareholders of M. K. Shah Exports Limited to be held at aforesaid at a remuneration of 300GMS.
Ms. Chandrani Mukherjee, Advocate, Bar Association, Room No.4 Advocate, and failing which Ms. Shreya Choudhary, Advocate, Bar Association, Room No.16, shall be the Chairperson of the meeting of the Shareholders of M K Jokai Agri Plantations Private Limited to be held at aforesaid at a remuneration of 300GMS.
Such Chairpersons or any persons authorized by them do issue and send out the notice of the meetings referred of above.
The quorum for the meetings of the Shareholders of the 4 Demerged Company be fixed at 5 (Five) persons, and that of the Resulting Company be fixed at 2 (Two) persons, present either in person or by proxy.
Voting by proxy be permitted, provided that a proxy in the prescribed form only signed by the person(s) entitled to attend and to vote at the meeting(s), is filed with the applicant companies at their respective registered office not later than forty-eight hours before the said meeting(s). The Chairmen / Chairpersons shall have the power to adjourn the meeting(s), if necessary.
The value of each member shall be in accordance with the books of the company and where entries in the books are disputed, the Chairperson shall determine such value for the purposes of the meeting.
The Chairpersons do report to this Court, the result of the said meeting(s) within seven days from the date of the meeting and their Report shall be verified by their respective affidavits.
Summons be signed as on date. C. A. No. 557 of 2013 is disposed of.
All parties are to act on a signed photocopy of this order on the usual undertakings.
(PATHERYA, J.) sb/