Calcutta High Court
Hamilton And Company Ltd. & Ors vs Unknown on 6 January, 2015
Author: Biswanath Somadder
Bench: Biswanath Somadder
CA No.764 of 2014
IN THE HIGH COURT AT CALCUTTA
ORIGINAL JURISDICTION
IN THE MATTER OF:
HAMILTON AND COMPANY LTD. & ORS.
BEFORE:
The Hon'ble JUSTICE BISWANATH SOMADDER
Date : 6th January, 2015.
Appearance:
Mr. Amitabh Shukla, Adv.
The Court : That a meeting of the shareholders of the Hamilton And Company Limited (hereinafter referred to as Transferee Company) shall be convened and held at No.10, Kiran Shankar Roy Road, 2nd Floor, Room No.34, Kolkata - 700 001 on 6th day of February, 2015 at 03.00 p.m. for the purpose of considering and if thought fit, approving, with or without modification the Scheme of Amalgamation proposed of Charmugria Trading Co. Ltd., Exclusive Investments Pvt. Ltd. and Morvi Estates Ltd. (hereinafter referred to as the Transferor Companies) with Hamilton And Company Ltd. 2
That a meeting of the holders of the Equity shares of Charmugria Trading Co. Ltd. (hereinafter referred to as Transferor Company No.1) shall be convened and held at 10, Kiran Shankar Roy Road, 2nd Floor, Room No.34, Kolkata - 700 001 on 6th day of February, 2015 at 03.30 p.m. for the purpose of considering and if thought fit, approving, with or without modification, the said Scheme of Amalgamation.
That a meeting of the holders of the Equity shares of Exclusive Investments Pvt. Ltd. (hereinafter referred to as Transferor Company No.2) shall be convened and held at 10, Kiran Shankar Roy Road, 2nd Floor, Room No.34, Kolkata - 700 001 on 6th day of February, 2015 at 04.00 p.m. for the purpose of considering and if thought fit, approving, with or without modification, the said Scheme of Amalgamation.
That a meeting of the holders of the Equity shares of Morvi Estates Ltd. (hereinafter referred to as Transferor Company No.3) shall be convened and held at 10, Kiran Shankar Roy Road, 2nd Floor, Room No.34, Kolkata - 700 001 on 6th day of February, 2015 at 04.30 p.m. for the purpose of considering and if thought fit, approving, with or without modification, the said Scheme of Amalgamation.
That at least twenty-one clear days before the day appointed for 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 of Arrangement, as 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 3 (under Certificate of Posting) by Speed Post or by courier or by hand through personal messenger addressed to each of the shareholders of all the applicant companies at their respective last known addresses.
That at least twenty-one clear days before the date of the meeting to be held as aforesaid, an advertisement convening the said meetings and stating that the copies of the said Scheme of Amalgamation together with the copy of the statement required to be sent under section 393 of the Companies Act, 1956 and the prescribed forms of proxy can be obtained free of charge at the registered offices of the Applicant Companies or at the office of their Advocates, Shukla & Company of 10, Kiran Shankar Roy Road, 2nd Floor, Room No.34, Kolkata - 700 001, be inserted once in "The Statesman" and in "Dainik Statesman" in Calcutta. The publication in the Calcutta Gazette is dispensed with.
That the Advocate-on-Record for the Applicant Companies do within seven days after obtaining an authenticated copy of the order file in Court the form of advertisement, 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.
That Mr. Anil Kr. Gupta, Advocate, Bar Association Room No.10, failing which Mr. Subhabrata Dutta, Advocate, shall be the Chairperson of the said meeting of the Equity Shareholders of Hamilton And Company Limited, the Transferee Company to be held as aforesaid at a remuneration of 2000 GMs.
That Mr. Subhabrata Dutta, Advocate, failing which Mr. Anil Kr. Gupta, Advocate, Bar Association Room No.10, shall be the Chairperson of the 4 said meeting of the Equity Shareholders of Charmugria Trading Co. Ltd., the Transferor Company No.1, to be held as aforesaid at a remuneration of 2000 GMs.
That Ms. Reshmi Ghosh, Advocate, C/o. Mr. Sanjay Ghosh, Advocate, Bar Association Room No.5, failing which Ms. Sumouli Sarkar, Advocate, C/o. Mr. Subir Sanyal, Advocate, shall be the Chairperson of the said meeting of the Equity Shareholders of Exclusive Investments Pvt. Ltd., the Transferor Company No.2, to be held as aforesaid at a remuneration of 2000 GMs.
That Ms. Sumouli Sarkar, Advocate, C/o. Mr. Subir Sanyal, Advocate, failing which Ms. Reshmi Ghosh, Advocate, C/o. Mr. Sanjay Ghosh, Advocate, Bar Association Room No.5, shall be the Chairperson of the said meeting of the Equity Shareholders of Morvi Estates Ltd., the Transferor Company No.3, to be held as aforesaid at a remuneration of 2000 GMs.
That such Chairpersons or any persons authorized by them do issue the advertisement and send out the notice of the meetings referred as above.
That the quorum for each of the said meetings shall be two persons, present either in person or by 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 respective meeting, is filed with the applicant companies at their respective registered offices not later than forty eight hours before the said meetings. The Chairpersons shall have the power to adjourn the meetings, if necessary. 5
That the value of each member shall be in accordance with the respective books of the Applicant Companies and where entries in the books are disputed, the respective chairpersons shall determine the value for the purpose of meetings.
That the Chairpersons do report to this Court, the results of the said meetings within two weeks from the date of the conclusion of the meetings and their reports shall be verified by their respective affidavits.
Let the Summons be signed as of date. CA No.764 of 2014 is accordingly disposed of without any order as to costs.
Urgent photostat certified copies of this order, if applied for, be supplied to the parties subject to compliance with all requisite formalities.
(BISWANATH SOMADDER, J.) bp.