Calcutta High Court
Mcnally Bharat Engineering Co. Ltd vs Unknown on 22 December, 2008
Author: Maharaj Sinha
Bench: Maharaj Sinha
Order Sheet
CA No. 720 of 2008
IN THE HIGH COURT AT CALCUTTA
ORIGINAL SIDE
IN THE MATTER OF:
MCNALLY BHARAT ENGINEERING CO. LTD. ...Applicant
Appearance:
Mr. Ratnanko Banerjee, Advocate
BEFORE:
The Hon'ble JUSTICE MAHARAJ SINHA
Date: 22 December 2008.
After hearing the learned advocate appearing for the applicant, the following order is made.
A meeting of the of the equity sharesholders of McNally Bharat Engineering Company Limited, the Applicant Company abovenamed, shall be convened and held at 'Kala Kunj', (Sangit Kala Mandir Auditorium Trust), 48, Shakespeare Sarani, Kolkata - 700 017 on Monday, 2 February 2009, at 4:00 p.m. for the purpose of considering, and if thought fit, approving, with or without modifications, the Scheme of Arrangement proposed to be made between the Applicant Company and Mc Nally Sayaji Engineering Limited and their respective shareholders.
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 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 2 Applicant Company be inserted once each in "The Economic Times" and "Aajkal" 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 be sent by prepaid letter post under Certificate of Posting addressed to each of the said equity shareholders of the Applicant Company at their respective or last known addresses.
The advocates on record of the applicant companies shall within five 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. Subrato Dutt, learned advocate, Bar Association No.1, and failing him, Mrs. Kanta Ray, learned advocate, Bar Association No.11 shall be the Chairperson of the said meeting of the Equity Shareholders of the applicant company at a remuneration of 600 Gms.
The Chairperson appointed for the said meeting or any person authorised by him/her shall issue and send out the notices of the said meeting referred to above.
The quorum of the said meeting of the equity shareholders of the applicant company shall be five persons present either personally or by proxy.
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Voting by proxy be permitted, provided that a proxy in the prescribed from duly signed by the person(s) entitled to attend and vote at the meeting is filed with the applicant company at its registered office not later than forty eight hours before the meeting concerned. The Chairperson(s) shall have the power to adjourn the meeting, if necessary.
The value of each member shall be in accordance with the books of the applicant company and, where entries in the books are disputed, the Chairperson shall determine the value for the purpose of the meeting.
The Chairperson shall report to this Court the result of the said meeting within two weeks from the date of the conclusion of the said meeting and such report shall be verified by affidavit.
Leave is given to sign the Summons as on date.
CA No. 720 of 2008 is disposed of as above.
The Chairperson and all concerned are to act on a xeroxed signed copy of this dictated order to be supplied to the parties on their usual undertakings.
(MAHARAJ SINHA, J.) S.Kumar