Calcutta High Court
Dhunseri Petrochem Limited vs Dhunseri Petglobal Limited on 17 May, 2016
Author: Biswanath Somadder
Bench: Biswanath Somadder
Company Application No.391 of 2016
In the High Court at Calcutta
Original Jurisdiction
-----------------
In the Matter of :
Dhunseri Petrochem Limited And Dhunseri Petglobal Limited BEFORE:
The Hon'ble JUSTICE BISWANATH SOMADDER Date: 17th May 2016.
Appearance:
Mr. D.N. Sharma, Adv.
Ms. Rusha Saha, Adv.
The Court: A meeting of the equity shareholders of Dhunseri Petrochem Limited, being the applicant no.1 abovenamed, (hereinafter referred to as "DPL") shall be convened and held at "Kala Kunj", Sangit Kala Mandir, 48, Shakespeare Sarani, Kolkata 700 017 on Wednesday, the 22nd day of June, 2016 at 11:00 a.m. for the purpose of considering, and, if thought fit, approving, with or without modification, the proposed scheme of arrangement between DPL and Dhunseri Petglobal Limited, being the applicant no.2 abovenamed, (hereinafter referred to as "DPGL") and their respective shareholders (hereinafter referred to as the "scheme").
DPGL, being a subsidiary of DPL, meeting of the equity shareholders of DPGL is dispensed with in view of the written consent and approval given by all the shareholders of DPGL to the scheme.
At least 21 (twenty one) clear days before the date of the said meeting an advertisement convening the same and stating that copies of the said scheme of arrangement and of the statement required to be furnished 2 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 DPL or at the office of its Advocates Messrs. Khaitan & Co, 1B, Old Post Office Street, Kolkata 700 001 be inserted once each in "The Business Standard" English newspaper and "Bartaman" Bengali newspaper in Kolkata. The publication in the Calcutta 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 sent under section 393 of the Companies Act, 1956 and the prescribed form of proxy shall be sent to each of the said equity shareholders of DPL. Such notices shall be sent by e-mail to all the shareholders whose email ids are available as per the records of DPL or as provided by the depository. Such notices shall be sent by post or by courier to all the other shareholders of DPL. The notices shall be sent to the shareholders at their respective or last known addresses/email Ids, as aforesaid. In addition to seeking approval of its shareholders to the Scheme at the meeting hereby directed to be held, DPL is required to seek approval of its public shareholders by way of postal ballot / e-voting in terms of the Scheme and paragraph 9(a) of the Securities and Exchange Board of India (SEBI) Circular dated 30th November 2015. Accordingly, DPL shall also be required to give notice of such postal ballot/ e-voting to its shareholders and shall be at liberty to send such notice along with the said notice of meeting hereby directed to be held.
The Advocates-on-Record for the applicant companies do within 7 days (after obtaining an authenticated copy of this order) file in Court the form of the notice of meeting, advertisement and the statement to accompany the 3 notice of meeting and the same shall be settled by the Assistant Registrar (Company) of this Court.
Mr. Biswabrata Basu Mallick, Advocate, Bar Association Room No.15, failing which, Mr. Sauvik Nandy, Advocate, Bar Association Room No.15, shall be the Chairperson of the said meeting of the equity shareholders of DPL to be held as aforesaid at a remuneration of 2500 G.Ms. The chairperson appointed for the said meeting or any person authorised by him do issue and send out the notices of the said meeting referred to above.
The quorum for the said meeting of the equity shareholders of DPL shall be 30 (thirty) persons 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 meeting, is filed with DPL at its registered office not later than forty eight hours before the meeting. The chairperson shall have the power to adjourn the meeting, if necessary.
The value of each member shall be in accordance with the books of DPL 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 results of the said meeting within two weeks from the date of the conclusion of the said meeting and his report shall be verified by his affidavit.
Summons be signed as on date. C.A. No.391 of 2016 is disposed of. Urgent certified photocopies of this order, if applied for, be issued to the parties subject to compliance of all requisite formalities. 4
(BISWANATH SOMADDER, J.) sp/b.pal.