Calcutta High Court
Supertron Electronics Limited & Anr vs Unknown on 26 August, 2008
Author: Sanjib Banerjee
Bench: Sanjib Banerjee
CA No. 529 of 2008
IN THE HIGH COURT AT CALCUTTA
ORIGINAL JURISDICTION
IN THE MATTER OF:
SUPERTRON ELECTRONICS LIMITED & ANR.
BEFORE:
The Hon'ble JUSTICE SANJIB BANERJEE
Date : 26th August, 2008.
The Court : A meeting of the shareholders of Supertron Electronics Limited shall be convened and held at 10, Kiran Shankar Roy Road, 1st Floor, Kolkata-700 001 on September 30, 2008 at 4 pm for the purpose of considering and if thought fit approving with or without modification, the proposed scheme of amalgamation of Clarity Commercial Private Limited (hereinafter referred to as the transferor company) with Supertron Electronics Limited (hereinafter referred to as the transferee company).
A meeting of the shareholders of Clarity Commercial Private Limited shall be convened and held at 10, Kiran Shankar Roy Road, 1st Floor, Kolkata- 700 001 on September 30, 2008 at 4.30 pm for the purpose of considering and if thought fit approving with or without modification, the proposed scheme of amalgamation.
At least 21 days before the day appointed for the meetings to be held as aforesaid, a notice convening the said meetings at the place and times as aforesaid together with a copy of the said scheme of amalgamation as also a copy of the statement required to be sent under Section 393 of the Companies Act, 1956 and the prescribed form of proxy be served by 2 certificate of posting or by hand delivery to each of the shareholders of all the applicant companies at their respective last known addressees.
At least twenty one clear days before the date of the meetings to be held as aforesaid as advertisement convening the said meetings and stating that the copies of the said scheme together with the copy of the statement required to be sent under Section 393 of the Companies Act, 1956 and the prescribed form of proxy can be obtained free of charge at the respective registered offices of the applicant companies or at the office of their advocate Mr. Rajesh Singh of 10, Kiran Shankar Roy Road, 1st Floor, Kolkata- 700 001 be inserted once in 'The Statesman' and once in 'Dainik Statesman' in Kolkata. The publication in the Kolkata Gazette is dispensed with.
The advocate-on-record for the applicant companies do within seven days from this day file in Court the form of advertisement, the form of the notice and the statement to accompany the notice and the same shall be settled by the Assistant Registrar (Company) of this Court.
Mr. Ashok Kumar Paul, Adv. and failing which Mr. Abdul Momen, Adv. shall be the Chairperson of the meeting of the shareholders of Supertron Electronics Limited to be held at aforesaid at a remuneration of 400 GMs.
Mr. Abdul Momen, Adv. and failing which Mr. Ashok Kumar Paul, Adv. shall be the chairperson of the meeting of the shareholders of Clarity Commercial Private Limited to be held at aforesaid at a remuneration of 400 GMs.
Such chairpersons or any person(s) authorised by them do issue and send out the notice of the meetings referred to above.
The quorum for the meetings of the shareholders of the transferee company be fixed at 5(five) persons and that of the transferor company be fixed at 2 (Two) persons, present either in person or by proxy. 3
Voting by proxy be permitted, provided that a proxy in the prescribed form only signed by the person(s) entitled to attend and to vote at the meeting(s), is filed with the applicant companies at their respective registered office not later than forty-eight hours before the said meeting(s). The chairmen/chairpersons shall have the power to adjourn the meeting(s), if necessary.
The value of each member shall be in accordance with the books of the company and where entries in the books are disputed, the chairperson shall determine such value for the purposes of the meeting.
The chairpersons do report to this Court the result of the said meeting(s) within seven weeks from the date of the meeting(s) and their reports shall be verified by their respective affidavits.
The chairpersons and all parties concerned do act on a photostat certified copy of this order duly signed by an officer of this court being served on them on the usual undertakings of the applicants and subject to compliance with requisite formalities.
(SANJIB BANERJEE, J.) bp.
R.O(Ct.)