Calcutta High Court
Karan Chand Thapar & Bros (Coal Sales) ... vs Unknown on 5 September, 2016
Author: Soumen Sen
Bench: Soumen Sen
ORDER SHEET
CA No.645 of 2016
IN THE HIGH COURT AT CALCUTTA
Original Jurisdiction
IN THE MATTER OF:
KARAN CHAND THAPAR & BROS (COAL SALES) LIMITED & ORS.
BEFORE:
The Hon'ble JUSTICE SOUMEN SEN
Date : 5th September, 2016.
Appearance:
Mrs. Manju Bhuteria, Adv.
...for the applicants.
The Court : The supplementary affidavit disclosing the balance sheet of the company No.1 for financial year 2015-16 that was left out inadvertently in the application filed under Section 391(1) of the Companies Act, 1956 filed in Court today is taken on record.
That the meetings of the equity shareholders of Ecoedifice Realtors Private Limited being the applicant no.2 herein and Honeybird Realcom Private Limited being the applicant no.4 herein are dispensed with in view of the written consent given by all the shareholders of the applicant nos.2 and 4 which have been annexed in original to the affidavit in support of the summons.
That a meeting of the Equity Shareholders of Karan Chand Thaper & Bros (Coal Sales) Limited, being the applicant no.1 abovenamed shall be convened and held at its registered office at Thapar House, 25 Brabourne Road, Kolkata-700001 on Friday, the 2 4th day of November, 2016 at 4 P.M. for the purpose of considering, and if thought fit, approving, with or without modification, the proposed Scheme of Arrangement.
That a meeting of the Equity Shareholders of Indian City Properties Limited, being the applicant no.3 abovenamed shall be convened and held at its registered office at Thapar House, 25 Brabourne Road, Kolkata-700001 on Friday, the 4th day of November, 2016 at 4.30 P.M. for the purpose of considering, and if thought fit, approving, with or without modification, the proposed Scheme of Arrangement.
That 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 Arrangement 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 Applicant Nos.1 and 3 or at the office of its Advocate, Mr. S.K. Bajoria, 6, Old Post Office Street, Ground Floor, Room No.38/1, Kolkata - 700001 be inserted once each in the "Aajkal" and in "The Financial Express". The publication in the Official Gazette is dispensed with.
That in addition, at least 21 (twenty one) clear days before the meetings to be held as aforesaid, a Notice convening the said meetings 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 by speed post with acknowledgement due card or by courier or by hand through Personal Messenger addressed to each of the Equity Shareholders of the Applicant Nos.1 and 3 at their respective or last known addresses.
That the Advocate-on-Record for the Applicant Companies do within 7 days (after obtaining the server 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.3
That Mr. Soumabho Ghose, Advocate of Bar Library Club, failing which Mr. Siddharta Chatterjee, Advocate of Bar Library Club, shall be the Chairperson for the said meeting of the Equity Shareholders of the Applicant No.1 to be held as aforesaid at a remuneration of 2000 GMs.
That Mr. Siddharta Chatterjee, Advocate of Bar Library Club, failing which Mr. Soumabho Ghose, Advocate of Bar Library Club, shall be the Chairperson for the said meeting of the Equity Shareholders of the Applicant No.3 to be held as aforesaid at a remuneration of 2000 GMs.
That the Chairperson appointed for the said meetings or any person authorised by him/her do issue and send out the notice of the said meetings referred to above.
That the quorum for the meetings of the Equity Shareholders of the Applicant No.1 may be fixed at 5 (five) persons present either in person or in proxy and the quorum for the meetings of the Equity Shareholders of the Applicant No.3 may be fixed at 5 (five) persons present either in person or in proxy.
That 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 meetings, is filed with the Applicant Nos.1 and 3 at their respective Registered Office not later than forty eight hours before the meetings. The Chairperson shall have the power to adjourn the meetings, if necessary.
That the value of each member shall be in accordance with the books of the Applicant Nos.1 and 3 and where entries in the books are disputed, the Chairperson concerned shall determine the value for the purpose of the meeting.
That the Chairperson do report to this Court the result of the said meetings within two weeks from the date of the conclusion of the meetings and the report shall be verified by an affidavit.4
Summons be signed as of date. CA No.645 of 2016 is disposed of. Urgent photostat certified copy of this order, if applied for, be issued to the parties subject to compliance with all requisite formalities.
(SOUMEN SEN, J.) b.pal