Calcutta High Court
Eastern Newspapers Private Limited & ... vs Unknown on 26 September, 2016
Author: Soumen Sen
Bench: Soumen Sen
C. A. No. 742 of 2016
IN THE HIGH COURT AT CALCUTTA
Original Jurisdiction
ORIGINAL SIDE
IN THE MATTER OF:
EASTERN NEWSPAPERS PRIVATE LIMITED & ANR.
BEFORE:
The Hon'ble JUSTICE SOUMEN SEN
Date: 26th September, 2016 Appearance:
Mr. Shaunak Mitra, Adv.
Mr. Patita Paban Bishwal, Adv.
The Court: A meeting of the holders of the equity shares of Eastern Newspapers Private Limited being the applicant no.1 shall be convened and held at "Radhasagar", Ground Floor, 8, Moira Street, Kolkata 700 017, in the state of West Bengal on 4th November, 2016 at 4.00 p.m. for the purpose of considering and if thought fit approving with or without modification the proposed Scheme of Amalgamation of Eastern Newspapers Private Limited with Dipco Private Limited.
A meeting of the holders of the equity shares of Dipco Private Limited being the applicant no.2 shall be convened and held at "Radhasagar", Ground Floor, 8, Moira Street, Kolkata 700 017, in the state of West Bengal on 4th November, 2016 at 4.30 p.m. for the purpose of considering and if thought fit approving with or without modification the proposed Scheme of Amalgamation of Eastern Newspapers Private Limited with Dipco Private Limited.
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 Office of the Applicant Companies or at the office of their Advocate on Record, Mr. Patita Paban Bishwal, Advocate, 50, Weston Street, First Floor, 2 Kolkata-700001, be inserted once in English newspaper " The Business Standard"
and once in Bengali newspaper "Aajkal" in Kolkata . The publication in the Calcutta Gazette is dispensed with.
That in addition, at least 21 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 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 Applicants at their respective last known addresses.
The Advocate on Record for the applicants above named do within two weeks from the date of obtaining this order, file in Court the form of the notices and the statement to accompany the notice and same shall be settled by the Assistant Registrar (Company) of this Court.
Ms. Madhupriya, Advocate of Bar Library Club, failing her Mr. Rahul Sengupta, Advocate, shall be Chairperson for the said meeting of the equity shareholders of the applicant no. 1 to be held as aforesaid, at a remuneration of 1200 Gms.
Mr. Sourav Mukherjee, Advocate of Bar Library Club, failing him Mr. Sourish Banerjee, Advocate, shall be Chairperson for the said meeting of the equity shareholders of the applicant no. 2 to be held as aforesaid, at a remuneration of 1200 Gms.
Any one Chairperson appointed for the said meetings or any person authorized by them or any one of them do issue and send out the notice of the said meetings referred to above.3
The quorum for each of the said meetings of the equity shareholders of the applicant company nos. 1 and 2 may be fixed at 2 (two) 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 vote at the meetings are filed with the applicants at their respective Registered Offices not later than 48 hours before the meetings. Any one of the Chairperson 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 applicant companies and where entries in the books are disputed, the Chairperson shall determine the value for the purpose of the meeting.
The Chairpersons do report to this Court the result of the said meetings within three weeks from the date of the conclusion of the respective meetings and their respective reports shall be verified by their respective affidavits.
Summons be signed as on date. C. A. No. 742 of 2016 is disposed of without any order as to costs.
Urgent photostat certified copies of this order be made available to the parties, if applied for, upon compliance with all requisite formalities.
(SOUMEN SEN, J.) B.Pal