Calcutta High Court
Aakansha Vanijya Private Limited & Ors vs Unknown on 17 March, 2009
Author: Maharaj Sinha
Bench: Maharaj Sinha
CA 187 of 2009
IN THE HIGH COURT AT CALCUTTA
ORIGINAL SIDE
IN THE MATTER OF :
AAKANSHA VANIJYA PRIVATE LIMITED & ORS.
BEFORE :
THE HON'BLE JUSTICE MAHARAJ SINHA
DATE : 17 March 2009.
Mr. Deepak Agarwal,advocate appears.
THE COURT :-By consent of the parties the following order is passed.
Let a meeting of the equity shareholders of Aakansha Vanijya Private Limited(hereinafter referred to as the "transferor company no. 1") be convened and held at 10, Old Post Office Street,first floor, Room No. 45, Kolkata -700 001, on 27 April 2009 at 3 pm for the purpose of considering, and if thought fit, approving, with or without modification, the proposed scheme of amalgamation of the applicant companies nos. 1 to 8 with the applicant company no. 9. Let a meeting of the equity shareholders of Anupam Vinimay Private Limited(hereinafter referred to as the "transferor company no. 2") be convened and held at 10, Old Post Office Street, first floor,Room No. 45, Kolkata-700 001,on 27 April 2009 at 3.15 pm for the purpose of considering,and if thought fit, approving, with or 2 without modification, the proposed scheme of amalgamation of the applicant companies nos. 1 to 8 with the applicant company no. 9.
Let a meeting of the equity shareholders of Bahubali Vanijya Private Limited(hereinafter referred to as the "transferor company no.3") be convened and held at 10,Old Post Office Street,first floor,Room No. 45, Kolkata-700 001, on 27 April 2009 at 3.30 pm for the purpose of considering, and if thought fit, approving, with or without modification, the proposed scheme of amalgamation of the applicant companies nos. 1 to 8 with the applicant company no. 9.
Let a meeting of the equity shareholders of Damodar Vanijya Private Limited(hereinafter referred to as the "transferor company no. 4") be convened and held at 10,Old Post Office Street,first floor,Room No. 45, Kolkata-700 001,on 27 April 2009 at 3.45 pm for the purpose of considering,and if thought fit, approving,with or without modification,the proposed scheme of amalgamation of the applicant companies nos. 1 to 8 with the applicant company no. 9.
Let a meeting of the equity shareholders of Himgiri Vanijya Private Limited(hereinafter referred to as the "transferor company no. 5") be convened and held at 10,Old Post Office Street, first floor, Room No. 45, Kolkata-700 001,on 27 April 2009 at 4 pm for the purpose of considering,and if thought fit, approving,with or without modification,the proposed scheme of amalgamation of the applicant companies nos. 1 to 8 with the applicant company no. 9. 3
Let a meeting of the equity shareholders of Sampurna Vinimay Private Limited(hereinafter referred to as the "transferor company no. 6") be convened and held at 10,Old Post Office Street, first floor,Room No. 45, Kolkata -700 001, on 27 April 2009 at 4.15 pm for the purpose of considering, and if thought fit, approving, with or without modification, the proposed scheme of amalgamation of the applicant companies nos. 1 to 8 with the applicant company no. 9.
Let a meeting of the equity shareholders of Savera Barter Private Limited(hereinafter referred to as the "transferor company no. 7") be convened and held at 10,Old Post Office Street, first floor, Room No. 45, Kolkata-700 001, on 27 April 2009 at 4.30 pm for the purpose of considering,and if thought fit, approving, with or without modification, the proposed scheme of amalgamation of the applicant companies nos. 1 to 8 with the applicant company no.
9. Let a meeting of the equity shareholders of Vishisth Mercantile Private Limited(hereinafter referred to as the "transferor company no. 8") be convened and held at 10,Old Post Office Street, first floor,Room No. 45, Kolkata -700 001, on 27 April 2009 at 4.45 pm for the purpose of considering,and if thought fit, approving, with or without modification, the proposed scheme of amalgamation of the applicant companies nos. 1 to 8 with the applicant company no. 9.
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Let a meeting of the equity shareholders Dayanidhi Vyapaar Limited(hereinafter referred to as the "transferor company no. 9") be convened and held at 10,Old Post Office Street,first floor, Room No. 45,Kolkata-700 001, on 27 April 2009 at 5 pm for the purpose of considering,and if thought fit, approving,with or without modification,the proposed scheme of amalgamation of the applicant companies nos. 1 to 8 with the applicant company no. 9.
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 Misra & Company,10,Old Post Office Street(1st floor),Kolkata0-700 001 be inserved once in "Dainik Statesman" and once in "Financial Express". The publication in the Calcutta Gazette is dispensed with.
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 5 shareholders in the applicant companies at their respective or last known addresses.
The advocate-on-record for the applicant companies is directed to file within seven days (after obtaining the signed copy of the Minutes of the order) 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.
Mr. Tapas Adhikari,learned advocate,Bar Association No. 2, failing him Mr. Bhakti Prasad Das, learned advocate,Bar Association No. 9 shall be the Chairperson of the said meeting of the equity shareholders of the transferor companyno. 1 to be held as aforesaid at a remuneration of 600 GMs.
Mr. Bhakti Prasad Das,learned advocate, Bar Association No. 9, failing him Ms. Sanjukta Mukherjee, learned advocate, Hastings Chamber, 7C,K.S.Roy Road,Kolkata - 1 shall be the Chairperson of the said meeting of the equity shareholders of the transferor company no. 2 to be held as aforesaid at a remuneration of 600 GMs.
Ms. Sanjukta Mukherjee,learned advocate, Hastings Chamber, 7C,K.S.Roy Road,Kolkata - 1, failing her Mr. Sanatan Panja,learned advocate, Bar Association No. 17 shall be the Chairperson of the said meeting of the equity shareholders of the transferor company no. 3 to be held as aforesaid at a remuneration of 600 GMs.
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Mr. Sanatan Panja, learned advocate,Bar Association No. 17, failing him Mr. Chandan Basak,learned advocate, Bar Library Club,2nd Floor shall be the Chairperson of the said meeting of the equity shareholders of the transferor company no. 4 to be held as aforesaid at a remuneration of 600 GMs.
Mr. Chandan Basak,learned advocate, Bar Library Club,2nd Floor, failing him Mrs. Dipsikha Bagchi Roy, learned advocate, Bar Association No. 16 shall be the Chairperson of the said meeting of the equity shareholders of the transferor company no. 5 to be held as aforesaid at a remuneration of 600 GMs.
Mrs. Dipsikha Bagchi,learned advocate, Bar Association No. 16, failing her Mrs. Smita Das De, learned advocate, 9, Old Post Office Street,2nd Floor,Calcutta shall be the Chairperson of the said meeting of the equity shareholders of the transferor company no. 6 to be held as aforesaid at a remuneration of 600 GMs.
Mrs. Smita Das De,learned advocate, 9,Old Post Office Street,2nd Floor,Calcutta, failing her Mr. Jaytosh Majumdar,learned advocate, Bar Association No. 7 shall be the Chairperson of the said meeting of the equity shareholders of the transferor company no. 7 to be held as aforesaid at a remuneration of 600 GMs.
Mr. Jaytosh Majumdar,learned advocate, Bar Association No. 7, failing him Mr. Abhratosh Majumdar,learned advocate, Bar Association No. 11 shall be the Chairperson of the said meeting 7 of the equity shareholders of the transferor company no. 8 to be held as aforesaid at a remuneration of 600 GMs.
Mr. Abhratosh Majumdar,learned advocate, Bar Association No. 11, failing him Ms. Tanusree Ghosh,learned advocate, Bar Association No. 7 shall be the Chairperson of the said meeting of the equity shareholders of the transferor company to be held as aforesaid at a remuneration of 600 GMs.
Any one of the Chairperson appointed for the said meetings or any person authorised by them or any one of them do issue and send out the notice of the said meetings referred to above.
The quorum for each of the meetings of the equity shareholders of the applicant companies nos. 1 to 8 is fixed at 2(two) persons each present in person or by proxy and the quorum for the applicant company no. 9 is fixed at 5(five) persons each 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 companies 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 shall be in accordance with the respective books of the respective applicant companies and where 8 entries in the books are disputed, the Chairperson shall determine the value for the purpose of the meeting.
The respective Chairperson do report to this Court the results of the said meetings within four weeks from the date of conclusion of the respective meetings and their respective report shall be verified by their respective affidavits.
The Chairperson and all parties concerned are to act on a xerox signed copy of this order on the usual undertakings.
(MAHARAJ SINHA,J.) skc