Calcutta High Court
Jhalak Marketing Private Ltd.& Ors vs Unknown on 4 May, 2010
Author: Sanjib Banerjee
Bench: Sanjib Banerjee
CA No. 309 of 2010
IN THE HIGH COURT AT CALCUTTA
ORIGINAL JURISDICTION
IN THE MATTER OF:
JHALAK MARKETING PRIVATE LTD.& ORS.
BEFORE:
The Hon'ble JUSTICE SANJIB BANERJEE
Date : 4th May, 2010.
Appearance:
Mr. Ratnanko Banerjee, Adv.
The Court : The applicants say that Clause 15.1 of Part II of the scheme will stand modified as follows:
"To assent from time to time to any modifications or amendments or substitutions of the Scheme or of any conditions or limitations which the Hon'ble High Court at Calcutta and/or any authorities under law may deem fit to approve or direct."2
The applicants further submit that notwithstanding whatever may be contained in the proposed scheme, the accounting treatment post sanction will be strictly in accordance with Accounting Standard-
14. Subject to the above, the scheme along with a copy of this order will be put to the shareholders at the respective meetings.
That a meeting of the Equity Shareholders of Jhalak Marketing Private Limited, being the Applicant No.1 abovenamed (hereinafter referred to as "JMPL") shall be convened and held at 9/1, R. N. Mukherjee Road, 5th Floor, Kolkata 700 001 on Wednesday, the 9th day of June, 2010 at 4:50 p.m. for the purpose of considering, and, if thought fit, approving, with or without modification, the proposed Scheme of Amalgamation of JMPL, La Monde Export Private Limited, being the Applicant No.2 abovenamed (hereinafter referred to as "LMEPL"), Modern Household & Accessories Trading Private Limited, being the Applicant No.3 abovenamed (hereinafter referred to as "MHATPL"), Moneyline Finvest Private Limited, being the Applicant No.4 abovenamed (hereinafter referred to as "MFPL") and Wasmen Technologies Private Limited, being the Applicant No.5 abovenamed (hereinafter referred to as "WTPL") with Sidh Enterprises Limited, being 3 the Applicant No.6 abovenamed, (hereinafter referred to as "the Transferee Company").
That a meeting of the Equity Shareholders of LMEPL shall be convened and held at 9/1, R. N. Mukherjee Road, 5th Floor, Kolkata 700 001 on Wednesday, the 9th day of June, 2010 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 JMPL, LMEPL, MHATPL, MFPL and WTPL (hereinafter collectively referred to as "the Transferor Companies") with the Transferee Company.
That a meeting of the Equity Shareholders of MHATPL shall be convened and held at 9/1, R. N. Mukherjee Road, 5th Floor, Kolkata 700 001 on Wednesday, the 9th day of June, 2010 at 5:10 p.m. for the purpose of considering, and, if thought fit, approving, with or without modification, the proposed Scheme of Amalgamation of the Transferor Companies with the Transferee Company.
That a meeting of the Equity Shareholders of MFPL shall be convened and held at 9/1, R. N. Mukherjee Road, 5th Floor, Kolkata 700 001 on Wednesday, the 9th day of June, 2010 at 5:20 p.m. for the purpose of considering, and, if thought fit, approving, with or without modification, the proposed Scheme of Amalgamation of the Transferor Companies with the Transferee Company.
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That a meeting of the Equity Shareholders of WTPL shall be convened and held at 9/1, R. N. Mukherjee Road, 5th Floor, Kolkata 700 001 on Wednesday, the 9th day of June, 2010 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 Transferor Companies with the Transferee Company.
That a meeting of the Equity Shareholders of the Transferee Company shall be convened and held at 9/1, R. N. Mukherjee Road, 5th Floor, Kolkata 700 001 on Wednesday, the 9th day of June, 2010 at 5:40 p.m. for the purpose of considering, and, if thought fit, approving, with or without modification, the proposed Scheme of Amalgamation of the Transferor Companies with the Transferee Company.
That at least 21 (twenty one) clear days before the date of the said meetings an advertisement convening the same and stating that copies of the said Scheme of Amalgamation 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 offices of the Transferor Companies and the Transferee Company or at the office of its Advocates Messrs. Khaitan & Co., 1B, Old Post Office Street, Kolkata 700 001 be inserted once each in the "Business 5 Standard" English newspaper and "Aajkal" Bengali newspaper in Kolkata. The publication in the Calcutta Gazette is dispensed with.
That in addition, at least 21 (twenty one) 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 prepaid letter post under Certificate of Posting or by hand through Personal Messenger addressed to each of the said shareholders of the Applicant Companies at their respective or last known addresses.
That the Advocates-on-Record for the Applicant Companies do within 7 days (after obtaining an authenticated copy of this order) 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.
That Mr. P. N. Dutt, Advocate of Bar Library, failing him Ms. Jogmaya Sen Gupta, Advocate, shall be the Chairperson of the said meeting of the Equity Shareholders of JMPL to be held as aforesaid at a remuneration of 400 GM.
That Ms. Jogmaya Sen Gupa, Advocate, failing her Mr. Sujan Kumar Ghosh, Advocate, shall be the Chairperson of the said meeting of 6 the Equity Shareholders of LMEPL to be held as aforesaid at a remuneration of 400 GM.
That Mr. Sujan Kumar Ghosh, Advocate, failing him Mr. Lalji Chaube, Advocate, shall be the Chairperson of the said meeting of the Equity Shareholders of MHATPL to be held as aforesaid at a remuneration of 400 GM.
That Mr. Lalji Chaube, Advocate, failing him Ms. Mili De, Advocate, shall be the Chairperson of the said meeting of the Equity Shareholders of MFPL to be held as aforesaid at a remuneration of 400 GM.
That Ms. Mili De, Advocate, failing herMs. Sukla Banerjee, Advocate, shall be the Chairperson of the said meeting of the Equity Shareholders of WTPL to be held as aforesaid at a remuneration of 400 GM.
That Ms. Sukla Banerjee, Advocate, failing her Mr. P. N. Dutt, Advocate of Bar Library, shall be the Chairperson of the said meeting of the Equity Shareholders of the Transferee Company to be held as aforesaid at a remuneration of 400 GM.
That the Chairpersons appointed for the said meetings or any person authorised by them do issue and send out the notices of the said meetings referred to above.
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That the quorum for the said meetings of the Equity Shareholders of the Transferor Companies shall be 2 (two) persons respectively present either personally or by proxy and the quorum for the said meeting of the Equity Shareholders of and the Transferee Company shall be 5 (five) persons respectively present either personally or by proxy.
That 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 respective meeting, is filed with the respective Applicant Company at its registered office not later than forty eight hours before the respective meeting. The Chairpersons shall have the power to adjourn the meetings, if necessary.
That the value of each member shall be in accordance with the books of the respective Applicant Company and, where entries in the books are disputed, the Chairpersons shall determine the value for the purpose of the meetings.
That the Chairpersons do report to this Court the results of the said meetings within two weeks from the date of the conclusion of the said meetings and their reports shall be verified by their affidavits.
Summons be signed as of date. C.A. No.309 of 2010 is disposed of.
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Urgent certified photocopies of this order, if applied for, be issued to the parties subject to compliance of all requisite formalities.
(SANJIB BANERJEE, J.) bp.
A.R(C.R)