Calcutta High Court
Titagarh Steels Limited vs Titagarh Biotec Pvt Ltd on 7 July, 2009
Author: Aniruddha Bose
Bench: Aniruddha Bose
CA No. 494 of 2009
IN THE HIGH COURT AT CALCUTTA
ORIGINAL JURISDICTION
In the matter of:
TITAGARH STEELS LIMITED
And
TITAGARH BIOTEC PVT LTD
And
TITAGARH WAGONS LIMITED
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BEFORE:
The Hon'ble JUSTICE ANIRUDDHA BOSE Date : 7th July, 2009.
The Court : All the Equity Shareholders of Titagarh Biotec Private Limited, the Applicant Company No.2 abovenamed (hereinafter referred to as "TBPL") have by their letters being Annexure "I" to the application, given their consent in writing to the proposed Scheme of Amalgamation of Titagarh Steels Limited, the Applicant Company No.1 abovenamed (hereinafter 2 referred to as "TSL") and TBPL with Titagarh Wagons Limited, the Applicant Company No.3 abovenamed (hereinafter referred to as "the Tranferee Company"). In view of the same, meeting of the Equity Shareholders of TBPL to consider the said Scheme of Amalgamation be and the same is hereby dispensed with.
A meeting of the Equity Shareholders of TSL shall be convened and held at 'Kala Kunj', (Sangit Kala Mandir Auditorium Trust), 48, Shakespeare Sarani, Kolkata 700017 on Wednesday, the 12th day of August, 2009 at 10:00 a.m. for the purpose of considering, and, if thought fit, approving, with or without modification the proposed Scheme of Amalgamation of TSL and TBPL with the Transferee Company.
That a meeting of the Equity Shareholders of the Transferee Company for the purpose of considering, and, if thought fit, approving, with or without modification, the proposed Scheme of Amalgamation of TSL and the TBPL with the Transferee Company, shall be convened and held at 'Kala Kunj', (Sangit Kala Mandir Auditorium Trust) 48, Shakespeare Sarani, Kolkata 700017 on Wednesday, the 12th day of August, 2009 at 11:30 a.m. or so soon after the said times as the earlier meeting of Equity Shareholders of TSL is concluded.
Atleast 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 Amalgamtion and of the Statement 3 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 TSL and the Transferee Company be inserted once each in "The Financial Express" and "Aajkal" in Kolkata. The publication in the Gazette is dispensed with.
In addition, atleast 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 addressed to each of the said Equity Shareholders of TSL and the Transferee Company at their respective or last known addresses.
The Advocates-on-Record for the Applicant Companies do within 10 days from this day 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.Rajiv Lall, Advocate and failing him Mr.Anil Gupta, Advocate of Bar Library Club shall be the Chairperson of the said meeting of the Equity Shareholders of TSL to be held as aforesaid at a remuneration of 400 G.M.s.
4
Mr.Anil Gupta, Advocate of Bar Library Club and failing him Mr.Rajiv Lall, Advocate 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 400 G.M.s.
The Chairpersons appointed for the said meetings or any person authorised by them do issue and send out the notices of the said meetings referred to above.
The quorum for the said meetings of the Equity Shareholders of TSL and the Transferee Company shall be 5(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 eight hours before the 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 Applicant Companies 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 conclusion of the said meetings and their reports shall be verified by their affidavits.
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Leave is given to sign the Summons as of date. With the aforesaid, the application being C.A.No.494 of 2009 is accordingly disposed of.
The Chairperson and all parties concerned are to act on a xerox signed copy of this order on the usual undertakings.
(ANIRUDDHA BOSE, J.) ssaha AR(C.R.)