Calcutta High Court
Orient Engineering & Commercial ... vs Unknown on 21 November, 2016
Author: Soumen Sen
Bench: Soumen Sen
ORDER SHEET
CA No.797 of 2016
IN THE HIGH COURT AT CALCUTTA
Original Jurisdiction
ORIGINAL SIDE
In the matter of:
ORIENT ENGINEERING & COMMERCIAL COMPANY LTD. & ANR.
BEFORE:
The Hon'ble JUSTICE SOUMEN SEN
Date : 21st November, 2016.
Appearance:
Mr. D.N. Sharma, Adv.
Ms. Rusha Saha, Adv.
The Court: A meeting of the Equity Shareholders of Krebs & CIE (India) Limited, being the Applicant Company No.2. abovenamed (hereinafter referred to as "the Transferee Company") shall be convened and held at its registered office at 6B, Pretoria Street, Kolkata 700071 on Wednesday, the 4th day of January, 2017 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 Orient Engineering & Commercial Company Ltd, being the applicant company no.1 abovenamed (hereinafter referred to as "the Transferor Company") with the transferee company.
That dispensation is granted for convening separate meetings of the equity shareholders of the transferor company and preference shareholders of the transferee company as all the said shareholders have given their written consent and approval to the scheme as stated in paragraph 12 of the affidavit in support of the Judge's Summons.2
At least 21 (twenty one) clear days before the date of the said meeting of the equity shareholders of the transferee company, an advertisement convening the same and stating that copies of the said scheme 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", English newspaper and "Aajkal", Bengali newspaper 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 furnished under Section 393 of the Companies Act, 1956 and the prescribed form of Proxy be sent by ordinary post/courier to all Equity Shareholders of the Transferee Company at their respective or last known address.
That the Advocates-on-Record for the applicant companies do within 7 days (after obtaining the signed copy of the minutes 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. Sourav Mukherjee, Advocate of Bar Library Club failing which Mr. Anil Kumar Gupta, Advocate of Bar Association Room No.10 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 2000 GMs.
The Chairperson appointed for the said meeting or any person authorised by him do issue and send out the notices of the meeting referred to above.
The quorum for the said meeting of the equity shareholders of the transferee company shall be 5(five) persons present either personally or by proxy. 3
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 from time to time, if so required.
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 result of the said meeting within two weeks of the conclusion of the said meeting and the Chairperson shall verify such report by affidavit.
Summons be signed as of date. CA No.797 of 2016 is accordingly disposed of. Urgent certified photocopies of this order, if applied for, be given to the parties subject to compliance with all requisite formalities.
(SOUMEN SEN, J.) b.pal.