Calcutta High Court
Pubali Vyapaar Private vs Unknown on 16 August, 2010
Author: I.P.Mukerji
Bench: I. P. Mukerji
C.A. NO. 618 OF 2010
IN THE HIGH COURT AT CALCUTTA
ORIGINAL JURISDICTION
IN THE MATTER OF:
PUBALI VYAPAAR PRIVATE
LIMITED & ORS.
BEFORE
The Hon'ble JUSTICE I. P. MUKERJI
Date: August 16, 2010 Mr. Dhirendra Nath Sharma, Advocate appears.
THE COURT:A meeting of the Equity Shareholders of Pubali Vyapaar Private Limited (the
Applicant Company No.1) for the purpose of considering, and, if thought fit, approving, with or without modification, the Scheme of Amalgamation proposed to be made between the applicant no.1 and Tavonne Distributors Private Limited (the Applicant Company No.2), Truman Sales Private Limited (the Applicant Company No.3), Rion Sales Private Limited (the Applicant Company No.4), Brant Sales Private Limited (the Applicant Company No.5), Shubhan Agencies Private Limited (the Applicant Company 2 No.6) and Rhesa Vanijya Private Limited (the Applicant Company No.7) with LEMON CONSTRUCTIONS PRIVATE LIMITED (the TRANSFEREE COMPANY) abovenamed shall be convened and held at the office of its Advocate-on-Record M/s. Mukherjee Agarwalla & Co., Advocates, 7C, Kiran Shankar Roy Road, Ground floor, Kolkata- 700001 on Tuesday the 27th day of August, 2010 at 12:00 Noon.
A meeting of the Equity Shareholders of Tavonne Distributors Private Limited (the Applicant Company No.2) for the purpose of considering, and, if
thought fit, approving, with or without modification, the Scheme of Amalgamation proposed to be made between the applicant no.2 and Pubali Vyapaar Private Limited (the Applicant Company No.1), Truman Sales Private Limited (the Applicant Company No.3), Rion Sales Private Limited (the Applicant Company No.4), Brant Sales Private Limited (the Applicant Company No.5), Shubhan Agencies Private Limited (the Applicant Company No.6) and Rhesa Vanijya Private Limited (the Applicant Company No.7) with LEMON CONSTRUCTIONS PRIVATE LIMITED (the TRANSFEREE COMPANY) abovenamed shall be convened and held at the office of its Advocate-on-Record M/s. Mukherjee Agarwalla & Co., Advocates, 7C, Kiran Shankar Roy Road, Ground floor, 3 Kolkata- 700001 on Tuesday the 27th day of August, 2010 at 12:10 P.M. A meeting of the Equity Shareholders of Truman Sales Private Limited (the Applicant Company No.3) for the purpose of considering, and, if thought fit, approving, with or without modification, the Scheme of Amalgamation proposed to be made between the applicant no.3, Pubali Vyapaar Private Limited (the Applicant Company No.1), Tavonne Distributors Private Limited (the Applicant Company No.2), Rion Sales Private Limited (the Applicant Company No.4), Brant Sales Private Limited (the Applicant Company No.5), Shubhan Agencies Private Limited (the Applicant Company No.6) and Rhesa Vanijya Private Limited (the Applicant Company No.7) with LEMON CONSTRUCTIONS PRIVATE LIMITED (the TRANSFEREE COMPANY) abovenamed shall be convened and held at the office of its Advocate-on-Record M/s. Mukherjee Agarwalla & Co., Advocates, 7C, Kiran Shankar Roy Road, Ground floor, Kolkata- 700001 on Tuesday the 27th day of August, 2010 at 12:20 P.M. A meeting of the Equity Shareholders of Rion Sales Private Limited (the Applicant Company No.4) for the purpose of considering, and, if thought fit, approving, with or without modification, the Scheme of 4 Amalgamation proposed to be made between the applicant no.4, Pubali Vyapaar Private Limited (the Applicant Company No.1), Tavonne Distributors Private Limited (the Applicant Company No.2), Truman Sales Private Limited (the Applicant Company No.3), Brant Sales Private Limited (the Applicant Company No.5), Shubhan Agencies Private Limited (the Applicant Company No.6) and Rhesa Vanijya Private Limited (the Applicant Company No.7) with LEMON CONSTRUCTIONS PRIVATE LIMITED (the TRANSFEREE COMPANY) abovenamed shall be convened and held at the office of its Advocate-on-Record M/s. Mukherjee Agarwalla & Co., Advocates, 7C, Kiran Shankar Roy Road, Ground floor, Kolkata- 700001 on Tuesday the 27th day of August, 2010 at 12:30 P.M. A meeting of the Equity Shareholders of Brant Sales Private Limited (the Applicant Company No.5) for the purpose of considering, and, if thought fit, approving, with or without modification, the Scheme of Amalgamation proposed to be made between the applicant no.5, Pubali Vyapaar Private Limited (the Applicant Company No.1), Tavonne Distributors Private Limited (the Applicant Company No.2), Truman Sales Private Limited (the Applicant Company No.3), Rion Sales Private Limited (the Applicant Company No.4), Shubhan Agencies Private 5 Limited (the Applicant Company No.6) and Rhesa Vanijya Private Limited (the Applicant Company No.7) with LEMON CONSTRUCTIONS PRIVATE LIMITED (the TRANSFEREE COMPANY) abovenamed shall be convened and held at the office of its Advocate-on-Record M/s. Mukherjee Agarwalla & Co., Advocates, 7C, Kiran Shankar Roy Road, Ground floor, Kolkata- 700001 on Tuesday the 27th day of August, 2010 at 12:40 P.M. A meeting of the Equity Shareholders of Shubhan Agencies Private Limited (the Applicant Company No.6) for the purpose of considering, and, if thought fit, approving, with or without modification, the Scheme of Amalgamation proposed to be made between the applicant no.6, Pubali Vyapaar Private Limited (the Applicant Company No.1), Tavonne Distributors Private Limited (the Applicant Company No.2), Truman Sales Private Limited (the Applicant Company No.3), Rion Sales Private Limited (the Applicant Company No.4), Brant Sales Private Limited (the Applicant Company No.5) and Rhesa Vanijya Private Limited (the Applicant Company No.7) with LEMON CONSTRUCTIONS PRIVATE LIMITED (the TRANSFEREE COMPANY) abovenamed shall be convened and held at the office of its Advocate-on-Record M/s. Mukherjee Agarwalla & Co., Advocates, 7C, Kiran Shankar Roy Road, Ground floor, 6 Kolkata- 700001 on Tuesday the 27th day of August, 2010 at 12:50 P.M. A meeting of the Equity Shareholders of Rhesa Vanijya Private Limited (the Applicant Company No.7) for the purpose of considering, and, if thought fit, approving, with or without modification, the Scheme of Amalgamation proposed to be made between the applicant no.7, Pubali Vyapaar Private Limited (the Applicant Company No.1), Tavonne Distributors Private Limited (the Applicant Company No.2), Truman Sales Private Limited (the Applicant Company No.3), Rion Sales Private Limited (the Applicant Company No.4), Brant Sales Private Limited (the Applicant Company No.5), Shubhan Agencies Private Limited (the Applicant Company No.6) and Rhesa Vanijya Private Limited (the Applicant Company No.7) with LEMON CONSTRUCTIONS PRIVATE LIMITED (the TRANSFEREE COMPANY) abovenamed shall be convened and held at the office of its Advocate-on-Record M/s. Mukherjee Agarwalla & Co., Advocates, 7C, Kiran Shankar Roy Road, Ground floor, Kolkata-700001 on Tuesday the 27th day of August, 2010 at 1:00 P.M. A meeting of the Equity Shareholders of LEMON CONSTRUCTIONS PRIVATE LIMITED (the TRANSFEREE COMPANY) for the purpose of considering, and, if thought 7 fit, approving, with or without modification, the Scheme of Amalgamation proposed to be made between Pubali Vyapaar Private Limited (the Applicant Company No.1), Tavonne Distributors Private Limited (the Applicant Company No.2), Truman Sales Private Limited (the Applicant Company No.3), Rion Sales Private Limited (the Applicant Company No.4), Brant Sales Private Limited (the Applicant Company No.5), Shubhan Agencies Private Limited (the Applicant Company No.6) and Rhesa Vanijya Private Limited (the Applicant Company No.7) with LEMON CONSTRUCTIONS PRIVATE LIMITED (the TRANSFEREE COMPANY) at their respective shareholders abovenamed shall be convened and held at the office of its Advocate-on-Record M/s. Mukherjee Agarwalla & Co., Advocates, 7C, Kiran Shankar Roy Road, Ground floor, Kolkata- 700001 on Tuesday the 27th day of August, 2010 at 1:10 P.M. Since all the shareholders of the applicant companies abovenamed have already considered and given their consent in writing to the Scheme, such meetings may be held at short notice.
At least 3 (three) days before the meetings to be held as aforesaid, Notices convening the said meetings at the place and time as aforesaid together with a copy of the said Scheme, a copy of the Statement under 8 Section 393 of the Companies Act, 1956 and the prescribed form of Proxy be sent by prepaid letter post under Certificate of Posting or by hand through personal messenger addressed to each of the said Equity Shareholders of the Applicant Companies at their respective or last known addresses.
The advertisement of the notice of the meetings is dispensed with. The settlement of the
individual notice, including statement to accompany the notice by the Assistant Registrar (Company) of this Court is also dispensed with.
Mr.Madhusudan Mondal, Advocate, Bar Association, Room No.14 shall be the Chairperson of the said meeting of the Equity Shareholders of the Applicant Company No.1 to be held as aforesaid at a remuneration of 500G.Ms. Ms.Sudeshna Roy Banerjee, Advocate, Bar Association, Room No.4 shall be the Chairperson of the said meeting of the Equity Shareholders of the Applicant Company No.2 to be held as aforesaid at a remuneration of 500G.Ms. Mr.Manoj Kumar Roy, Advocate, Bar Association, Room No.14 shall be the Chairperson of the 9 said meeting of the Equity Shareholders of the Applicant Company No.3 to be held as aforesaid at a remuneration of 600G.Ms. Mr.Gautam Mukherjee, Advocate,Bar Association, Room No.2 shall be the Chairperson of the said meeting of the Equity Shareholders of the Applicant Company No.4 to be held as aforesaid at a remuneration of 600G.Ms. Mr.Ashok Kumar Maity, Advocate, Bar Association, Room No.3 shall be the Chairperson of the said meeting of the Equity Shareholders of the Applicant Company No.5 to be held as aforesaid at a remuneration of 600G.Ms. Ms.Mousumi Biswas, Advocate, Bar Association, Room No.16 shall be the Chairperson of the said meeting of the Equity Shareholders of the Applicant Company No.6 to be held as aforesaid at a remuneration of 600G.Ms. Mr.Pralay Bhattacharya, Advocate,Bar Association, Room No.7 shall be the Chairperson of the said meeting of the Equity Shareholders of the Applicant Company No.7 to be held as aforesaid at a remuneration of 600G.Ms. 10 Ms.Suchandra Dey, Advocate, Bar Association, Room No.14 shall be the Chairperson of the said meeting of the Equity Shareholders of the Applicant Company No.8 (Transferee Company) to be held as aforesaid at a remuneration of 600G.Ms. The Chairpersons appointed for the said meetings or any person authorised by them do issue and send out the notices of the meetings referred to above.
The quorum for the said meetings of the Equity Shareholders of the Applicant Company Nos.1 to 8 shall be 2 (Two) persons each, 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 meetings, is filed with the Applicant Companies at their registered offices not later than forty eight hours before the meetings. 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.
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The Chairpersons do report to this Court the results of the said meetings within one week from the date of the conclusion of the said meetings and their report shall be verified by their affidavits.
Summons be signed as of date. C.A. No.618 of 2010 is returnable on 6th September 2010 by when the Chairpersons will file their report.
The Chairpersons and all parties concerned do act on a copy of the minutes of this order duly signed by an officer of this Court on the usual undertakings.
(I.P.MUKERJI,J.) sb/ Assistant Registrar(C.R.)