Calcutta High Court
Unique International Private Limited & ... vs Unknown on 16 May, 2011
Author: I. P. Mukerji
Bench: I. P. Mukerji
COMPANY APPLICATION NO. 501 OF 2011
IN THE HIGH COURT AT CALCUTTA
ORIGINAL JURISDICTION
In the Matter of :
UNIQUE INTERNATIONAL PRIVATE LIMITED & ORS.
BEFORE :
The Hon'ble JUSTICE I. P. MUKERJI
Date : 16th May, 2011.
Mr. Rajesh Singh, Advocate
The Court : A meeting of the Shareholders of UNIQUE INTERNATIONAL PRIVATE LIMITED (hereinafter referred to as the "Transferee Company") shall be convened and held at 10, Kiran Shankar Roy Road, 1st Floor, Calcutta- 700001 on the 15th day of June, 2011 at 2.00 p.m. for the purpose of considering and if thought fit approving with or without modification, the Scheme of Amalgamation proposed of BRAND MANAGEMENT PRIVATE LIMITED, STATEFIELD MARKETING PRIVATE LIMITED, INFOREV SERVICES LIMITED, INFOREV TECHNOLOGIES LIMITED and RISING NIRMAN PRIVATE LIMITED (hereinafter collectively referred to as the Transferor Companies) with UNIQUE INTERNATIONAL PRIVATE LIMITED.
A meeting of the Shareholders of BRAND MANAGEMENT PRIVATE LIMITED shall be convened and held at 10, Kiran Shankar Roy Road, 1st Floor, Calcutta-700001 on the 15th day of June, 2011 at 2.15 p.m. for the purpose of considering and if thought fit approving with or without modification, the 2 Scheme of Amalgamation.
A meeting of the Shareholders of STATEFIELD MARKETING PRIVATE LIMITED shall be convened and held at 10, Kiran Shankar Roy Road, 1st Floor, Calcutta-700001 on the 15th day of June, 2011 at 2.30 p.m. for the purpose of considering and if thought fit approving with or without modification, the Scheme of Amalgamation.
A meeting of the Shareholders of INFOREV SERVICES LIMITED shall be convened and held at 10, Kiran Shankar Roy Road, 1st Floor, Calcutta-700001 on the 15th day of June, 2011 at 2.45 p.m. for the purpose of considering and if thought fit approving with or without modification, the Scheme of Amalgamation.
A meeting of the Shareholders of INFOREV TECHNOLOGIES LIMITED shall be convened and held at 10, Kiran Shankar Roy Road, 1st Floor, Calcutta-700001 on the 15th day of June, 2011 at 3.00 p.m. for the purpose of considering and if thought fit approving with or without modification, the Scheme of Amalgamation.
A meeting of the Shareholders of RISING NIRMAN PRIVATE LIMITED shall be convened and held at 10, Kiran Shankar Roy Road, 1st Floor, Calcutta-700001 on the 15th day of June, 2011 at 3.15 p.m. for the purpose of considering and if thought fit approving with or without modification, the Scheme of Amalgamation.
Since all the Shareholders of all the applicant companies abovenamed have already considered and given their consent in writing to the Scheme, such meetings may be held at short notice.
3
At least 3 (three) days before the meetings to be held as aforesaid, notices convening the said meetings at the place and times as aforesaid together with a copy of the said Scheme of Amalgamation, a copy of the statement under section 393 of the Companies Act, 1956 and the prescribed form of proxy be sent and received by Hand Delivery or by Registered Post or by Courier to each of the said Shareholders of the applicant companies at their respective 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. Swagata Datta, Advocate, Bar Association Room No.7 and failing which Mr. Kalyan Moitra, Advocate, Bar Association Room No.14 shall be the Chairperson of the meetings of the Shareholders of UNIQUE INTERNATIONAL PRIVATE LIMITED to be held at aforesaid at a remuneration of 600GMs.
Mr. Kalyan Moitra, Advocate, Bar Association Room No.14 and failing which Mr. Swagata Datta, Advocate, Bar Association Room No.7 shall be the Chairperson of the meetings of the Shareholders of BRAND MANAGEMENT PRIVATE LIMITED to be held at aforesaid at a remuneration of 600 GMs.
Mr. Sanjoy Saha, Advocate, Bar Association Room No.15 and failing which Mr. Sujoy Bandopadhyay, Advocate, Bar Association Room No.2 shall be the Chairperson of the meetings of the Shareholders of STATEFIELD MARKETING PRIVATE LIMITED to be held at aforesaid at a remuneration of 600 GMs.
4
Mr. Sujoy Bandopadhyay, Advocate, Bar Association Room No.2 and failing which Mr. Sanjoy Saha, Advocate, Bar Association Room No.15 shall be the Chairperson of the meetings of the Shareholders of INFOREV SERVICES LIMITED to be held at aforesaid at a remuneration of 600 GMs.
Mr. Chandan Misra, Advocate, Bar Association Room No.13 and failing which Mr. Sanjoy Saha, Advocate, Bar Association Room No.15 shall be the Chairperson of the meetings of the Shareholders of INFOREV TECHNOLOGIES LIMITED to be held at aforesaid at a remuneration of 600 GMs.
Mr.Swati Bhattacharyya, Advocate, 8/2, K.S. Roy Road Room No.4 and failing which Mr. Chandan Misra, Advocate, Bar Association Room No.13 shall be the Chairperson of the meetings of the Shareholders of RISING NIRMAN PRIVATE LIMITED to be held at aforesaid at a remuneration of 600 GMs.
Such Chairpersons appointed for the said meetings, or any person(s) authorised by them do issue and send out the notice of the meeting(s) referred to above.
The quorum for the meetings of the Shareholders of the all the applicant companies except INFOREV SERVICES LIMITED and INFOREV TECHNOLOGIES LIMITED be fixed at 2 (two) persons and that of INFOREV SERVICES LIMITED and INFOREV TECHNOLOGIES LIMITED be fixed at 5 (five) persons, 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 to vote at the meeting(s), is filed with the applicant companies at their registered offices not 5 later than forty-eight hours before the said meeting(s). The Chairperson shall have the power to adjourn the meetings, if necessary.
The value of each member shall be in accordance with the books of the companies and where entries in the books are disputed, the Chairperson shall determine such value for the purposes of the meeting(s).
The Chairpersons do report to this Court, the result of the said meetings within seven weeks from the date of the conclusion of the said meetings and their reports shall be verified by their respective affidavits.
This application is disposed of.
The Chairpersons and all parties concerned are to act on a signed photocopy of this order on the usual undertakings.
[ I.P. Mukerji, J.] pkd.
Asstt.Registrar[C.R.]