Calcutta High Court
Harbans Lal Malhotra & Sons Pvt. Ltd. & ... vs Unknown on 8 November, 2013
Author: Harish Tandon
Bench: Harish Tandon
ORDER SHEET
C.A. No. 487 of 2013
IN THE HIGH COURT AT CALCUTTA
Original Jurisdiction
ORIGINAL SIDE
In the Matter of : Harbans Lal Malhotra & Sons Pvt. Ltd. & Ors.
BEFORE:
The Hon'ble Justice HARISH TANDON
Date: 8th November, 2013
Appearance :
Ms. Manju Bhuteria, Adv.
The Court :
1.That a meeting of the Equity Shareholders of Harbans Lal Malhotra & Sons Private Limited, being the applicant no.1 herein shall be convened and held at 1B, Old Post Office Street, Ground Floor, Kolkata 700 001, on Friday, the 10th January 2014 at 4:30 P.M. for the purpose of considering, and if thought fit, approving, with or without modification, the proposed Scheme of Arrangement between the Applicant nos.1, 2 and 3.
2. That a meeting of the Equity Shareholders of Harbans Lal Malhotra & Sons (Shaving) Private Limited, being the applicant no.2 herein shall be convened and held at 1B, Old Post Office Street, Ground Floor, Kolkata 700 001, on Friday, the 10th January 2014 at 4:45 P.M. for the purpose of considering, and if thought fit, approving, with or without modification, the proposed Scheme of Arrangement between the Applicant nos.1, 2 and 3.
3. That a meeting of the Equity Shareholders of Harbans Lal Malhotra & Sons (Engineering) Private Limited, being the applicant no.3 herein shall be convened and held at 1B, Old Post Office Street, Ground Floor, Kolkata 700 001, on Friday, the 10th January 2014 at 5:00 P.M. for the purpose of considering, and if thought fit, approving, with or without modification, the proposed Scheme of Arrangement between the Applicant nos.1, 2 and 3.
4. 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 concerned Applicant companies or at the office of their Advocates Messrs Khaitan & Co, 1B, Old Post Office Street, Kolkata 700 001 be inserted once each in the "Pratidin" Bengali newspaper and in "Business Standard"
English newspaper. The publication in the Calcutta Gazette is dispensed with.
5. 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 be sent by registered post or by hand through Personal Messenger addressed to each of the Equity Shareholders in the concerned Applicant Companies at their respective or last known addresses.
6. That the Advocates-on-Record for the Applicant Companies do within 3 days (after obtaining a 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.
7. That Mr. Brij Mohan Sharma, Advocate, Bar Association No. 12, failing which Mr. Anuj Singh, Advocate, Bar Library Club, 2nd Floor, 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 800 GMs.
28. That Mr. Anuj Singh, Advocate, Bar Library Club, 2nd Floor, Advocate failing which Mr. Deepnath Roy Choudhury, Advocate, Bar Library Club, 1st Floor shall be the Chairperson for the said meeting of the Equity Shareholders of the Applicant no.2 to be held as aforesaid at a remuneration of 800 GMs
9. That Mr. Deepnath Roy Choudhury, Advocate, Bar Library Club, 1st Floor failing which Mr. Brij Monhan Sharma, Advocate, Bar Association No. 12 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 800 GMs.
10. That any one of the Chairpersons appointed for the said meetings or any person authorised by them or any one of them do issue and send out the notice of the said meetings referred to above.
11. That the quorum for each of the meetings of the Equity Shareholders of the Applicants be fixed at 2 (two) persons each present either in person or in proxy.
12. 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 meeting, is filed with the concerned Applicant Companies at their Registered Office not later than forty eight hours before the meetings. Any one of the Chairpersons shall have the power to adjourn the meeting, if necessary.
13. That the value of each member shall be in accordance with the respective books of the concerned Applicant Companies and where entries in the books are disputed, the Chairperson concerned shall determine the value for the purpose of the meeting(s).
314. That the Chairpersons do report to this Court the results of the said meetings within four weeks from the date of the conclusion of the respective meetings and their respective reports shall be verified by their respective affidavits.
15. Summons be signed as of date. The application is thus disposed of.
16. Urgent certified photocopies of this order, if applied for, be issued to the parties subject to compliance with all requisite formalities.
(HARISH TANDON, J.) sb-I 4