Calcutta High Court
Kct Coal Limited & Ors vs Unknown on 7 May, 2009
Author: Maharaj Sinha
Bench: Maharaj Sinha
CA No. 355 of 2009 IN THE HIGH COURT AT CALCUTTA ORIGINAL SIDE In the matter of:
KCT Coal Limited & Ors.
Before:
The Hon'ble Justice MAHARAJ SINHA Dated: 7 May 2009.
Appearance:
Mr. Ratnanko Banerjee, Adv.
Mr. D.N.Sharma, Adv.
The Court:- By consent of the parties, the following order is passed:- In view of all the Equity Shareholders of Cynera Investments & Holdings Limited, the Applicant Company No.2 abovenamed (hereinafter referred to as "CIHL") having by their letters being Annexure "H" to the application, given their consent in writing to the proposed Scheme of Amalgamation of KCT Coal Limited, the Applicant Company No.1 abovenamed (hereinafter referred to as "KCTCL") and CIHL with Karam Chand Thapar & Bros. (Coal Sales) Limited, the Applicant Company No.3 abovenamed (hereinafter referred to as "the Transferee Company"), meeting of the said Equity Shareholders of CIHL to consider the said Scheme of Amalgamation be and the same is hereby dispensed with.
That a meeting of the Preference Shareholders of KCTCL shall be convened and held at the registered office of the Applicant Companies at 'Thapar House', 25, Brabourne Road, Kolkata 700 001 on Friday, the 19 June 2009 at 4:00 p.m. for the purpose of considering, and, if thought fit, approving, with or without modification, the proposed Scheme of Amalgamation of KCTCL and CIHL with the Transferee Company.
That a meeting of the Ordinary Shareholders of the Transferee Company shall be convened and held at the registered office of the Applicant 2 Companies at 'Thapar House', 25, Brabourne Road, Kolkata 700 001 on Friday, the 19 June 2009 at 4:15 p.m. for the purpose of considering, and, if thought fit, approving, with or without modification, the proposed Scheme of Amalgamation of KCTCL and CIHL with the Transferee Company.
That a meeting of the Equity Shareholders of KCTCL for the purpose of considering, and, if thought fit, approving, with or without modification, the proposed Scheme of Amalgamation of KCTCL and CIHL with the Transferee Company, shall be convened and held at the registered office of the Applicant Companies at 'Thapar House', 25, Brabourne Road, Kolkata 700 001 on Friday, the 19 of June, 2009 at 4:45 p.m. 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 Amalgamation 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 KCTCL and the Transferee Company be inserted once each in "The Financial Express" and "Aajkal" in Kolkata. The publication in the Gazette is dispensed with.
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 prepaid letter post under Certificate of Posting addressed to each of the said Equity and Preference Shareholders of KCTCL and Ordinary Shareholders of the Transferee Company at their respective or last known addresses.
That the Advocates-on-Record for the Applicant Companies do within 7 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.
That Mr. Debashis Das, Learned Advocate, 10 Old Post Office Street, Calcutta 700 001 and failing him Mr. Sanjib Bakshi, Advocate, Room No. 1, Bar 3 Association, shall be the Chairperson of the said meeting of the Equity Shareholders of KCTCL to be held as aforesaid at a remuneration of 600 G.Ms. That Mr. Sanjib Bakshi, learned Advocate, Bar Association No.1 and failing him Mr. Ghanashyam Patra, learned Advocate, 9 Old Post Office Street, Ground floor, Calcutta 700 001, shall be the Chairperson of the said meeting of the Preference Shareholders of KCTCL to be held as aforesaid at a remuneration of 600 G.Ms. That Mr. Jibanhari Mullick, learned Advocate, Bar Association No.1 and failing him Mr. Amitabha Ghose, learned Advocate, Bar Association No. 15 shall be the Chairperson of the said meeting of the Ordinary Shareholders of the Transferee Company to be held as aforesaid at a remuneration of 600 G.Ms. That 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.
That the quorum for the said meetings of the Equity Shareholders of KCTCL and Ordinary Shareholders of the Transferee Company shall be 5 (five) persons respectively present either personally or by proxy; and the quorum for the said meeting of the Preference Shareholders of KCTCL shall be 2 (two) persons present either personally 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 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.
That the value of each member shall be in accordance with the books of KCTCL and the Transferee Company and, where entries in the books are disputed, the Chairpersons shall determine the value for the purpose of the meetings.
That 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.
Leave is given to sign the Summons as of date.
4With the aforesaid, the application being C.A. No.355 of 2009 is accordingly disposed of.
The Chairpersons and all parties concerned are to act on a xerox signed copy of this order on the usual undertakings.
(MAHARAJ SINHA, J.) snn.
Asst.Registrar (CR)