Calcutta High Court
Texmaco Limited vs Texmaco Rail & Engineering Ltd on 18 May, 2010
Author: Indira Banerjee
Bench: Indira Banerjee
CA No. 375 of 2010 IN THE HIGH COURT AT CALCUTTA ORIGINAL JURISDICTION In the matter of:
Texmaco Limited And Texmaco Rail & engineering Ltd.
Before:
The Hon'ble Justice Indira Banerjee Date: 18th May 2010 Appearance:
Mr. Ratnanko Banerjee, Advocate Mr. D. N. Shama, Advocate A Meeting of the equity shareholders of Texmaco Limited being the applicant no. 1 abovenamed (hereinafter referred to as "Texmaco") shall be convened and held at 9/1, R. N. Mukherjee Road, 16th Floor, Kolkata - 700001 on 7th July 2010 at 3.30 p.m. for the purpose of considering and, if thought fit, approving, with or without modification, the Scheme of Arrangement proposed to be made between Texmaco and Texmaco Rail & Engineering Limited being the applicant no. 2 abovenamde (hereinafter referred to as "TREL") and their respective shareholders.
A meeting of the equity shareholders of TREL shall be convened and held at 9/1, R. N. Mukherjee Road, 16th Floor, Kolkata - 700001 on 7th July 2010 at 3.15 p.m. for the purpose of considering and, if thought 2 fit, approving with or without modification, the Scheme of Arrangement proposed to be made between Texmaco and TREL and their respective shareholders.
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 offices of Texmaco and TREL or at the office of its Advocates M/s. Khaitan & Company, 1B, Old Post Office Street, Kolkata - 700001 be inserted once each in The Economic Time, an English newspaper and Ajkaal, a Bengali newspaper in Kolkata. The publication in the Calcutta Gazette is dispensed with.
In addition, at leaset 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 be sent by prepaid letter post under Certificate of Posting or by had through, personal messenger addressed to each of the said shareholders of the applicant companies at their respective or last known addresses. 3
The Advocates-on-Record for the applicant companies do within seven days (after obtaining an authenticated copy of this 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. Ashok Roy, Advocate, member of the Bar Library Club failing him Mr. Debajyoti Dutta, Advocate, member of the Bar Library Club shall be the Chairperson of the said meeting of the equity shareholders of Texmaco to be held as aforesaid at a remuneration of 1000 GMs.
Mr. Ashok Roy, Advocate, member of the Bar Library Club failing him Mr. Debajyoti Dutta, Advocate, member of the Bar Library Club shall be the Chairperson of the said meeting of the equity shareholders of TREL to be held as aforesaid at a remuneration of 1000 GMs.
The quorum of the said meetings of the equity shareholders of Texmaco and TREL shall be five persons respectively 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 respective meeting, is filed with the respective applicant company at its registered office not later than forty night hours before the 4 respective meeting. 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 respective applicant company and where entries in the books are disputed the Chairpersons shall determine the value for the purpose of the meetings.
The Chairpersons do report to this Court the results of the said meetings within two weeks from the date of the conclusion of the said meetings and their reports shall be verified by their affidavits.
The Judge's Summons be signed as on date.
C. A. No. 375 of 2010 is disposed of.
The Chairpersons and all parties are to act on a signed photostat copy of this order on the usual undertakings.
(Indira Banerjee, J.) R. Bose A.R.(CR)