Calcutta High Court
Astha Dealcom Private Limited vs Unknown on 5 October, 2010
Author: I.P.Mukerji
Bench: I. P. Mukerji
Company Application No.815 of 2010
IN THE HIGH COURT AT CALCUTTA
ORIGINAL JURISDICTION
IN THE MATTER OF :
ASTHA DEALCOM PRIVATE LIMITED
AND ORS.
....APPLICANTS
BEFORE:
THE HON'BLE JUSTICE I. P. MUKERJI
5th October, 2010.
MS.M.BHUTERIA, ADVOCATE APPEARS
FOR APPLICANTS
THE COURT: A meeting of the Equity
Shareholders of Inter Globe Finance Limited, being the applicant no.23 herein shall be convened and held at Maharani Villa, A/6E, Vidyasagar Sarani, Barabagan, Kolkata-700 063, on Saturday, the 20th day of November, 2010 at 10.00 A.M.. for the purpose of considering, and if thought fit, approving, with or without modification, the proposed Scheme of Arrangement between the Applicant Company nos. 1, 2, 3, 4, 5, 6, 7, 8, 9, 10, 11, 12, 13, 14, 15, 16, 17, 18, 19, 20, 21, 22 and 23 and their 2 respective shareholders and creditors of the applicant company no.23.
A meeting of the unsecured creditors of Inter Globe Finance Limited, being the
applicant company no.23 herein shall be convened and held at Maharani Villa, A/6E, Vidyasagar Sarani, Barabagan, Kolkata-700 063, on Saturday, the 20th day of November, 2010 at 11.00 A.M. for the purpose of considering, and if thought fit, approving, with or without modification, the proposed Scheme of Arrangement between the Applicant Company nos. 1, 2, 3, 4, 5, 6, 7, 8, 9, 10, 11, 12, 13, 14, 15, 16, 17, 18, 19, 20, 21, 22 and 23 and their respective shareholders and creditors of the applicant company no.23.
A meeting of the Equity Shareholders of Astha Dealcom Private Limited, being the applicant no.1 herein shall be convened and held at Maharani Villa, A/6E, Vidyasagar Sarani, Barabagan, Kolkata-700 063, on Saturday, the 20th day of November, 2010 at 11.30 A.M. for the purpose of considering, and if thought fit, approving, with or without modification, the proposed Scheme of Arrangement between the Applicant Company nos. 1, 2, 3, 4, 5, 6, 7, 8, 9, 10, 11, 12, 13, 3 14, 15, 16, 17, 18, 19, 20, 21, 22 and 23 and their respective shareholders.
A meeting of the Equity Shareholders of Idea Vyapaar Private Limited, being the applicant no.2 herein shall be convened and held at Maharani Villa, A/6E, Vidyasagar Sarani, Barabagan, Kolkata-700 063, on Saturday, the 20th day of November, 2010 at 11.40 A.M. for the purpose of considering, and if thought fit, approving, with or without modification, the proposed Scheme of Arrangement between the Applicant Company nos. 1, 2, 3, 4, 5, 6, 7, 8, 9, 10, 11, 12, 13, 14, 15, 16, 17, 18, 19, 20, 21, 22 and 23 and their respective shareholders.
A meeting of the Equity Shareholders of Seaside Suppliers Private Limited, being the applicant no.3 herein shall be convened and held at Maharani Villa, A/6E, Vidyasagar Sarani, Barabagan, Kolkata-700 063, on Saturday, the 20th day of November, 2010 at 11.50 A.M. for the purpose of considering, and if thought fit, approving, with or without modification, the proposed Scheme of Arrangement between the Applicant Company nos. 1, 2, 3, 4, 5, 6, 7, 8, 9, 10, 11, 12, 13, 14, 15, 16, 17, 18, 19, 20, 21, 22 and 23 and their respective shareholders. 4
A meeting of the Equity Shareholders of Seaview Vanijya Private Limited, being the applicant no.4 herein shall be convened and held at Maharani Villa, A/6E, Vidyasagar Sarani, Barabagan, Kolkata-700 063, on Saturday, the 20th day of November, 2010 at 12.00 P.M. for the purpose of considering, and if thought fit, approving, with or without modification, the proposed Scheme of Arrangement between the Applicant Company nos. 1, 2, 3, 4, 5, 6, 7, 8, 9, 10, 11, 12, 13, 14, 15, 16, 17, 18, 19, 20, 21, 22 and 23 and their respective shareholders.
A meeting of the Equity Shareholders of Vista Vinimay Private Limited, being the applicant no.5 herein shall be convened and held at Maharani Villa, A/6E, Vidyasagar Sarani, Barabagan, Kolkata-700 063, on Saturday, the 20th day of November, 2010 at 12.10 P.M. for the purpose of considering, and if thought fit, approving, with or without modification, the proposed Scheme of Arrangement between the Applicant Company nos. 1, 2, 3, 4, 5, 6, 7, 8, 9, 10, 11, 12, 13, 14, 15, 16, 17, 18, 19, 20, 21, 22 and 23 and their respective shareholders.
A meeting of the Equity Shareholders of Dreamland Tradelinks Private Limited, being the applicant no.6 herein shall be convened and held at 5 Maharani Villa, A/6E, Vidyasagar Sarani, Barabagan, Kolkata-700 063, on Saturday, the 20th day of November, 2010 at 12.20 P.M. for the purpose of considering, and if thought fit, approving, with or without modification, the proposed Scheme of Arrangement between the Applicant Company nos. 1, 2, 3, 4, 5, 6, 7, 8, 9, 10, 11, 12, 13, 14, 15, 16, 17, 18, 19, 20, 21, 22 and 23 and their respective shareholders.
A meeting of the Equity Shareholders of Response Sales Agencies Private Limited, being the applicant no.7 herein shall be convened and held at Maharani Villa, A/6E, Vidyasagar Sarani, Barabagan, Kolkata-700 063, on Saturday, the 20th day of November, 2010 at 12.30 A.M. for the purpose of considering, and if thought fit, approving, with or without modification, the proposed Scheme of Arrangement between the Applicant Company nos. 1, 2, 3, 4, 5, 6, 7, 8, 9, 10, 11, 12, 13, 14, 15, 16, 17, 18, 19, 20, 21, 22 and 23 and their respective shareholders.
A meeting of the Equity Shareholders of Rising Suppliers Private Limited, being the applicant no.8 herein shall be convened and held at Maharani Villa, A/6E, Vidyasagar Sarani, Barabagan, Kolkata-700 063, on 6 Saturday, the 20th day of November, 2010 at 12.40 P.M. for the purpose of considering, and if thought fit, approving, with or without modification, the proposed Scheme of Arrangement between the Applicant Company nos. 1, 2, 3, 4, 5, 6, 7, 8, 9, 10, 11, 12, 13, 14, 15, 16, 17, 18, 19, 20, 21, 22 and 23 and their respective shareholders.
A meeting of the Equity Shareholders of Liberal Commotrade Private Limited, being the applicant no.9 herein shall be convened and held at Maharani Villa, A/6E, Vidyasagar Sarani, Barabagan, Kolkata-700 063, on Saturday, the 20th day of November, 2010 at 12.50 P.M. for the purpose of considering, and if thought fit, approving, with or without modification, the proposed Scheme of Arrangement between the Applicant Company nos. 1, 2, 3, 4, 5, 6, 7, 8, 9, 10, 11, 12, 13, 14, 15, 16, 17, 18, 19, 20, 21, 22 and 23 and their respective shareholders.
A meeting of the Equity Shareholders of Tulip Dealcomm Private Limited, being the applicant no.10 herein shall be convened and held at Maharani Villa, A/6E, Vidyasagar Sarani, Barabagan, Kolkata-700 063, on Saturday, the 20th day of November, 2010 at 1.00 A.M. for the purpose of considering, and if thought fit, approving, with or without modification, the proposed Scheme of 7 Arrangement between the Applicant Company nos. 1, 2, 3, 4, 5, 6, 7, 8, 9, 10, 11, 12, 13, 14, 15, 16, 17, 18, 19, 20, 21, 22 and 23 and their respective shareholders.
A meeting of the Equity Shareholders of Pioneer Dealers Private Limited, being the applicant no.11 herein shall be convened and held at Maharani Villa, A/6E, Vidyasagar Sarani, Barabagan, Kolkata-700 063, on Saturday, the 20th day of November, 2010 at 1.10 P.M. for the purpose of considering, and if thought fit, approving, with or without modification, the proposed Scheme of Arrangement between the Applicant Company nos. 1, 2, 3, 4, 5, 6, 7, 8, 9, 10, 11, 12, 13, 14, 15, 16, 17, 18, 19, 20, 21, 22 and 23 and their respective shareholders.
A meeting of the Equity Shareholders of Empire Vintrade Private Limited, being the applicant no.12 herein shall be convened and held at Maharani Villa, A/6E, Vidyasagar Sarani, Barabagan, Kolkata-700 063, on Saturday, the 20th day of November, 2010 at 1.20 P.M. for the purpose of considering, and if thought fit, approving, with or without modification, the proposed Scheme of Arrangement between the Applicant Company nos. 1, 2, 3, 4, 5, 6, 7, 8, 9, 10, 11, 12, 13, 14, 15, 16, 17, 18, 19, 20, 21, 22 and 23 and their respective shareholders. 8
A meeting of the Equity Shareholders of Gravity Dealer Private Limited, being the applicant no.13 herein shall be convened and held at Maharani Villa, A/6E, Vidyasagar Sarani, Barabagan, Kolkata-700 063, on Saturday, the 20th day of November, 2010 at 1.30 P.M. for the purpose of considering, and if thought fit, approving, with or without modification, the proposed Scheme of Arrangement between the Applicant Company nos. 1, 2, 3, 4, 5, 6, 7, 8, 9, 10, 11, 12, 13, 14, 15, 16, 17, 18, 19, 20, 21, 22 and 23 and their respective shareholders.
A meeting of the Equity Shareholders of Tarot Tie-up Private Limited, being the applicant no.14 herein shall be convened and held at Maharani Villa, A/6E, Vidyasagar Sarani, Barabagan, Kolkata-700 063, on Saturday, the 20th day of November, 2010 at 1.40 P.M. for the purpose of considering, and if thought fit, approving, with or without modification, the proposed Scheme of Arrangement between the Applicant Company nos. 1, 2, 3, 4, 5, 6, 7, 8, 9, 10, 11, 12, 13, 14, 15, 16, 17, 18, 19, 20, 21, 22 and 23 and their respective shareholders.
A meeting of the Equity Shareholders of Marina Vincom Private Limited, being the applicant no.15 herein shall be convened and held at Maharani Villa, 9 A/6E, Vidyasagar Sarani, Barabagan, Kolkata-700 063, on Saturday, the 20th day of November, 2010 at 1.50 P.M. for the purpose of considering, and if thought fit, approving, with or without modification, the proposed Scheme of Arrangement between the Applicant Company nos. 1, 2, 3, 4, 5, 6, 7, 8, 9, 10, 11, 12, 13, 14, 15, 16, 17, 18, 19, 20, 21, 22 and 23 and their respective shareholders.
A meeting of the Equity Shareholders of Economy Tradelinks Private Limited, being the applicant no.16 herein shall be convened and held at Maharani Villa, A/6E, Vidyasagar Sarani, Barabagan, Kolkata-700 063, on Saturday, the 20th day of November, 2010 at 2.00 P.M. for the purpose of considering, and if thought fit, approving, with or without modification, the proposed Scheme of Arrangement between the Applicant Company nos. 1, 2, 3, 4, 5, 6, 7, 8, 9, 10, 11, 12, 13, 14, 15, 16, 17, 18, 19, 20, 21, 22 and 23 and their respective shareholders.
A meeting of the Equity Shareholders of Vermillion Vanijya Private Limited, being the applicant no.17 herein shall be convened and held at Maharani Villa, A/6E, Vidyasagar Sarani, Barabagan, Kolkata-700 063, on Saturday, the 20th day of November, 2010 at 2.10 P.M. for the purpose of considering, and if thought fit, approving, 10 with or without modification, the proposed Scheme of Arrangement between the Applicant Company nos. 1, 2, 3, 4, 5, 6, 7, 8, 9, 10, 11, 12, 13, 14, 15, 16, 17, 18, 19, 20, 21, 22 and 23 and their respective shareholders.
A meeting of the Equity Shareholders of Tulsi Tradelinks Private Limited, being the applicant no.18 herein shall be convened and held at Maharani Villa, A/6E, Vidyasagar Sarani, Barabagan, Kolkata-700 063, on Saturday, the 20th day of November, 2010 at 2.20 P.M. for the purpose of considering, and if thought fit, approving, with or without modification, the proposed Scheme of Arrangement between the Applicant Company nos. 1, 2, 3, 4, 5, 6, 7, 8, 9, 10, 11, 12, 13, 14, 15, 16, 17, 18, 19, 20, 21, 22 and 23 and their respective shareholders.
A meeting of the Equity Shareholders of Lamboder Commodeal Private Limited, being the applicant no.19 herein shall be convened and held at Maharani Villa, A/6E, Vidyasagar Sarani, Barabagan, Kolkata-700 063, on Saturday, the 20th day of November, 2010 at 2.30 P.M. for the purpose of considering, and if thought fit, approving, with or without modification, the proposed Scheme of Arrangement between the Applicant Company nos. 1, 2, 3, 4, 11 5, 6, 7, 8, 9, 10, 11, 12, 13, 14, 15, 16, 17, 18, 19, 20, 21, 22 and 23 and their respective shareholders.
A meeting of the Equity Shareholders of Dusk Vanijya Private Limited Limited, being the applicant no.20 herein shall be convened and held at Maharani Villa, A/6E, Vidyasagar Sarani, Barabagan, Kolkata-700 063, on Saturday, the 20th day of November, 2010 at 2.40 P.M.. for the purpose of considering, and if thought fit, approving, with or without modification, the proposed Scheme of Arrangement between the Applicant Company nos. 1, 2, 3, 4, 5, 6, 7, 8, 9, 10, 11, 12, 13, 14, 15, 16, 17, 18, 19, 20, 21, 22 and 23 and their respective shareholders.
A meeting of the Equity Shareholders of Falcon Commodeal Private Limited, being the applicant no.21 herein shall be convened and held at Maharani Villa, A/6E, Vidyasagar Sarani, Barabagan, Kolkata-700 063, on Saturday, the 20th day of November 2010 at 2.50 P.M.. for the purpose of considering, and if thought fit, approving, with or without modification, the proposed Scheme of Arrangement between the Applicant Company nos. 1, 2, 3, 4, 5, 6, 7, 8, 9, 10, 11, 12, 13, 14, 15, 16, 17, 18, 19, 20, 21, 22 and 23 and their respective shareholders. 12
A meeting of the Equity Shareholders of Pavitra Distributors Private Limited, being the applicant no.22 herein shall be convened and held at Maharani Villa, A/6E, Vidyasagar Sarani, Barabagan, Kolkata-700 063, on Saturday, the 20th day of November, 2010 at 3.00 P.M.. for the purpose of considering, and if thought fit, approving, with or without modification, the proposed Scheme of Arrangement between the Applicant Company nos. 1, 2, 3, 4, 5, 6, 7, 8, 9, 10, 11, 12, 13, 14, 15, 16, 17, 18, 19, 20, 21, 22 and 23 and their respective shareholders.
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 Arrangement 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 Office of the Applicant Companies or at the office of Their Advocates, Khaitan & Co, 1B, Old Post Office Street (2nd Floor), Kolkata-700 001 be inserted once each in the "Pratidin" Bengali newspaper and in "the Business Standard" English newspaper. The publication in the Calcutta Gazette is dispensed with.
13
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 times 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 by Prepaid Post under Certificate of Posting or by hand through Personal Messenger addressed to each of the Equity Shareholders in the Applicant Companies at their respective or last known addresses.
The Advocate-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 notices and the statement to accompany the notice and the same shall be settled by the Assistant Registrar (Company) of this Court.
MS.Indrani Chakraborty, Advocate of Bar Library Club failing which Mr. Ganesh Manna, Advocate shall be the Chairperson for the separate meetings of the Equity Shareholders of the Applicant Company Nos.1 to 8 be held as aforesaid at a remuneration of 600G.M. Mr.Ganesh Manna of Room No.31, 6, Old Post Office Street, Kolkata-700001, Advocate failing which 14 Ms.Indrani Chakraborty, Advocate shall be the Chairperson for the separate meetings of the Equity Shareholders of the Applicant Company Nos.9 to 16 be held as aforesaid at a remuneration of 600G.M. Mr.Priyankar Saha, Advocate of Bar Library Club, failing which Mr.Anirudha Mitra, Advocate shall be the Chairperson for the separate meetings of the Equity Shareholders of the Applicant Company Nos.17 to 22 to be held as aforesaid at a remuneration of 600 G.M. Mr.Anirudha Mitra, Advocate Bar Library Club failing which Mr. Priyankar Saha, Advocate shall be the Chairperson for the separate meetings of the Equity Shareholders and the unsecured creditors of the Applicant Company No.23 to be held as aforesaid at a remuneration of 600 G.M. Any one of the Chairpersons appointed for the said meetings or any person authorised by them do issue and send out the notice of the said meetings referred to above.
The quorum of the meeting of the Equity Shareholders of all the applicant companies nos. 1 to 22 be each fixed at 2 (two) persons present in person or by proxy and the quorum of the meeting of the Equity 15 Shareholders of THE TRANSFEREE COMPANY be fixed at 5 (five) persons present in person or by proxy. The quorum for the meeting of unsecured creditors of the applicant company no.23 shall be 2 (two) creditors present 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, is filed with the respective Applicant Company Nos.1 to 23 at their Registered Office not later than forty eight hours before the meetings. Any one of the Chairpersons shall have the power to adjourn the meeting, if necessary.
The value of each member and creditor shall be in accordance with the respective books of the concerned Applicant Companies and where entries in the books are disputed, the Chairperson 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 seven weeks from the date of the conclusion of the respective meetings and their respective report shall be verified by their respective affidavits.
16
Summons be signed as of date. C.A. No.815 of 2010 is disposed of.
All parties concerned are to act on a signed photocopy of this order upon the usual undertakings.
(I.P.MUKERJI,J.) sb/ Assistant Registrar(C.R.)