Calcutta High Court
Prominent Vincom Pvt. Ltd.& Ors vs Unknown on 4 May, 2011
Author: I. P. Mukerji
Bench: I. P. Mukerji
CA No.466 of 2011
IN THE HIGH COURT AT CALCUTTA
ORIGINAL JURISDICTION
IN THE MATTER OF:-
PROMINENT VINCOM PVT. LTD.& ORS.
BEFORE:
The Hon'ble JUSTICE I. P. MUKERJI
Date : 4th May, 2011.
Appearance:
Ms.Manju Bhutoria, Advocate.
..for the Applicants.
The Court:-A meeting of the Equity Shareholders of PROMINENT VINCOM PRIVATE LIMITED, being the applicant no.1 above named shall be convened and held at 6, Old Post Office Street, Room no.7, North Basement, Kolkata 700 001, on Tuesday, the 14th day of June, 2011 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 the Applicant nos.1 to 5 with the Applicant no.6 above named.
A meeting of the Equity Shareholders of SUKLA EXPORTS AND FINANCIAL SERVICES PRIVATE LIMITED, being the applicant no.2 above named shall be convened and held at 6, Old Post Office Street, Room no.7, North Basement, Kolkata 700 001, on Tuesday, the 14th day of June, 2011 at 4:30 p.m. for the purpose of considering, and if thought fit, approving, 2 with or without modification, the proposed Scheme of Amalgamation of the Applicant nos.1 to 5 with the Applicant no.6 above named.
A meeting of the Equity Shareholders of RAJGIRI PROPERTIES AND CONSULTANTS PRIVATE LIMITED, being the applicant no.3 above named shall be convened and held at 6, Old Post Office Street, Room no.7, North Basement, Kolkata 700 001, on Tuesday, the 14th day of June, 2011 at 4:45 p.m. for the purpose of considering, and if thought fit, approving, with or without modification, the proposed Scheme of Amalgamation of the Applicant nos.1 to 5 with the Applicant no.6 above named.
A meeting of the Equity Shareholders of NANDANKANAN VINIMAY PRIVATE LIMITED, being the applicant no.4 above named shall be convened and held at 6, Old Post Office Street, Room no.7, North Basement, Kolkata 700 001, on Tuesday, the 14th day of June, 2011 at 5:00 p.m. for the purpose of considering, and if thought fit, approving, with or without modification, the proposed Scheme of Amalgamation of the Applicant nos.1 to 5 with the Applicant no.6 above named.
A meeting of the Equity Shareholders of VASUNDHARA VINTRADE PRIVATE LIMITED, being the applicant no.5 above named shall be convened and held at 6, Old Post Office Street, Room no.7, North Basement, Kolkata 700 001, on Tuesday, the 14th day of June, 2011 at 5:15 p.m. for the purpose of considering, and if thought fit, approving, with or without modification, the proposed Scheme of Amalgamation of the Applicant nos.1 to 5 with the Applicant no.6 above named.
3
A meeting of the Equity Shareholders of JAISUKH DEVELOPERS PRIVATE LIMITED, being the applicant no.6 above named shall be convened and held at 6, Old Post Office Street, Room no.7, North Basement, Kolkata 700 001, on Tuesday, the 14th day of June, 2011 at 5:30 p.m. for the purpose of considering, and if thought fit, approving, with or without modification, the proposed Scheme of Amalgamation of the Applicant nos.1 to 5 with the Applicant no.6 above named.
Since all the shareholders of the applicant companies above named have already considered and given their consent in writing to the proposed Scheme, such meetings may be held at a short notice.
In view of the written consent given by all the shareholders advertisement of the notice of the meetings in newspapers is dispensed with. Further, in view of such consent the Settlement of the individual notice, including Statement u/s. 393 of the said Act to accompany the notice, by the Assistant Registrar (Company) of this Court is also dispensed with. The publication in the Calcutta Gazette is dispensed with.
At least 10 (ten) 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 registered post or by hand through personal messenger addressed to each of the Equity Shareholders of the concerned Applicants at their respective or last known addresses. 4
Mr. Anupam Das Adhikari, Advocate failing which Mr. Abhijit Ganguly, Advocate shall be the Chairperson for the said meeting of the Equity Shareholders of the Applicant No.1 to be held as aforesaid at a remuneration of 600 Gms.
Mr. Abhijit Ganguly, Advocate failing which Mr. Anupam Das Adhikari, Advocate shall be the Chairperson for the said meeting of the Equity Shareholders of the Applicant No.2 to be held as aforesaid at a remuneration of 600 Gms.
Mr.Shoumik Mukherjee, Advocate failing which Mr.Abhijit Das Adhikari, Advocate shall be the Chairperson for the said meeting of the Equity Shareholders of the Applicant No.3 to be held as aforesaid at a remuneration of 600 Gms.
Md. Basir Layak, Advocate 5, K.S. Roy Rd. 1st Floor. Room No.3 Kolkata-1 failing which Ms. Rama Ghosh Dastidar, Advocate, Bar Association Room No.9 shall be the Chairperson for the said meeting of the Equity Shareholders of the Applicant No.4 to be held as aforesaid at a remuneration of 600 Gms.
Ms.Rama Ghosh Dastidar, Advocate, Bar Association Room No.9 failing which Ms.Prativa Ghatak, Advocate Bar Association Room No.10 shall be the Chairperson for the said meeting of the Equity Shareholders of the Applicant No.5 to be held as aforesaid at a remuneration of 600 Gms.
Ms.Prativa Ghatak, Advocate Bar Association Room No.-10 failing which Md. Basir Layak, Advocate, 5, K.S.Roy Road, 1st Floor, Room 5 No.3, Kolkata-1 shall be the Chairperson for the said meeting of the Equity Shareholders of the Applicant No.6 to be held as aforesaid at a remuneration of 600 Gms.
The Chairpersons appointed for the said meetings or any one of them or any person authorised by them do issue and send out the notice of the said meetings referred to above.
The quorum for the meetings of the Equity Shareholders of the Applicants be fixed at 2 (two) persons each present either in person 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(s), is filed with the concerned Applicants at its Registered Office not later than forty eight hours before the respective meeting. The Chairpersons concern shall have the power to adjourn the meeting, if necessary.
The value of each member shall be in accordance with the books of the respective Applicants and where entries in the book are disputed, the Chairpersons concerned shall determine the value for the purpose of the meeting.
The Chairpersons do report to this Court the results of the said meetings within three weeks from the date of the conclusion of the meetings and their reports shall be verified by their affidavits. 6
Summons be signed as on date. The application is thus disposed of.
The Chairpersons and all parties concerned do act on a signed copy of the minutes of this order duly signed by an officer of this Court being served on them on usual undertakings.
( I. P. MUKERJI,J.) nm