Calcutta High Court
Companies Act vs Unknown on 12 April, 2010
Author: Sanjib Banerjee
Bench: Sanjib Banerjee
COMPANY APPLICATION NO. 258 OF 2010
IN THE HIGH COURT AT CALCUTTA
ORIGINAL JURISDICTION.
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In the Matter of :
Companies Act, 1956 ;
- And -
In the Matter of :
Sections 391(1), 393 and 394 of the said Act ; - And - In the Matter of :- PRESSMAN COMMUNICATIONS LIMITED, a Company duly incorporated
under the Companies Act, 1956, having its registered Office at No. 10A, O.C. Ganguly Sarani, Kolkata-700 020, within the aforesaid jurisdiction.
- And -
In the Matter of :2
NUCENT SECURITIES LIMITED, a Company duly incorporated under the Companies Act, 1956, having its
registered office at No. 10A, O.C. Ganguly Sarani, Kolkata-700 020, within the aforesaid jurisdiction.
- And -
In the Matter of :
DPL AGRO SERVICES LIMITED, a Company duly incorporated under the Companies Act, 1956, having its registered office at No. 10A, O.C.
Ganguly Sarani, Kolkata-700 020, within the aforesaid jurisdiction.
- And -
In the Matter of :
EFFICIENT MAINTENANCE SERVICES PRIVATE LIMITED, a company duly incorporated under the Companies Act, 1956, having its registered office at No.7, 3 Nityadan Mukherjee Road, Howrah- 711101, W.B.
- And -
In the Matter of :
SUPERIOR ART DESIGN SERVICES PRIVATE LIMITED, a company duly
incorporated under the companies Act, 1956, having its registered office at 7, Nityadan Mukherjee Road, Howrah- 711101, West Bengal.
- And -
In the Matter of :
PRESSMAN PROPERTIES LIMITED, a Company duly incorporated under the Companies Act, 1956, having its registered office at No.10A, O.C. Ganguly Sarani, Kolkata-700 020, within the aforesaid jurisdiction.
- And -
1. PRESSMAN COMMUNICATIONS LIMITED.4
2. NUCENT SECURITIES LIMITED.
3. DPL AGRO SERVICES LIMITED.
4. EFFICIENT MAINTENANCE SERVICES PRIVATE LIMITED
5. SUPERIOR ART DESIGN SERVICES PRIVATE LIMITED
6. PRESSMAN PROPERTIES LIMITED.
...... APPLICANTS.
Before the Hon'ble Justice Sanjib Banerjee.
April 12, 2010.
The Court : The meeting of the Equity Shareholders of Pressman Communications Limited being the Applicant No.1 herein, shall be convened and held at No.10A, O. C. Ganguly Sarani, Kolkata-700 020, on Tuesday the August 31, 2010 at 10.30 A.M. for the purpose of considering and if thought fit, approving with or without modification the proposed Scheme of Amalgamation of the Applicant No.1, Applicant No.2, Applicant No.3, Applicant No.4, Applicant No.5 and Applicant No.6.
The meeting of the Equity Shareholders of Nucent Securitties Limited being the Applicant No.2 herein, shall be convened and held at No.10A, O. 5 C. Ganguly Sarani, Kolkata-700 020, on Tuesday the August 31, 2010 at 11.00 A.M. for the purpose of considering and if thought fit, approving with or without modification the proposed Scheme of Amalgamation of the Applicant No.1, Applicant No.2, Applicant No.3, Applicant No.4, Applicant No.5 and Applicant No.6.
The meeting of the Equity Shareholders of DPL Agro Services Limited being the Applicant No.3 herein, shall be convened and held at No.10A, O. C. Ganguly Sarani, Kolkata-700 020, on Tuesday the August 31, 2010 at 11.30 A.M. for the purpose of considering and if thought fit, approving with or without modification the proposed Scheme of Amalgamation of the Applicant No.1, Applicant No.2, Applicant No.3, Applicant No.4, Applicant No.5 and Applicant No.6.
The meeting of the Equity Shareholders of Efficient Maintenance Services Private Limited being the Applicant No.4 herein, shall be convened and held at No.10A, O. C. Ganguly Sarani, Kolkata-700 020, on Tuesday the August 31, 2010 at 12.00 Noon for the purpose of considering and if thought fit, approving with or without modification the proposed Scheme of Amalgamation of the Applicant No.1, Applicant No.2, Applicant No.3, Applicant No.4, Applicant No.5 and Applicant No.6.
The meeting of the Equity Shareholders of Superior Art Design Services Private Limited being the Applicant No.5 herein, shall be convened 6 and held at No.10A, O. C. Ganguly Sarani, Kolkata-700 020, on Tuesday the August 31, 2010 at 12.30 P.M. for the purpose of considering and if thought fit, approving with or without modification the proposed Scheme of Amalgamation of the Applicant No.1, Applicant No.2, Applicant No.3, Applicant No.4, Applicant No.5 and Applicant No.6.
The meeting of the Equity Shareholders of Pressman Properties Limited being the Applicant No.6 herein, a listed company shall be convened and held at No.10A, O. C. Ganguly Sarani, Kolkata-700 020, on Tuesday the August 31, 2010 at 1.00 P.M. for the purpose of considering and if thought fit, approving with or without modification the proposed Scheme of Amalgamation of the Applicant No.1, Applicant No.2, Applicant No.3, Applicant No.4, Applicant No.5 and Applicant No.6.
That at least 21 (twenty One) clear days before the date of the said meeting an advertisement convening the same and stating that copies of the said Amalgamation and 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 No.6 or at the office of its Advocate-on-record Ms. Sudeshna Bagchi, Advocate, Victor Moses & Co., 6, Old Post Office Street, Kolkata-700 001 be inserted one each in "AAJKAL" Bengali Newspaper and in "BUSINESS STANDARD" 7
English Newspaper. The publication in the Calcutta Gazette is dispensed with.
That in addition at least 21 (twenty one) clear days before the meeting to be held as aforesaid a notice commencing the said meeting 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 by prepaid post under certificate of posting or by hand through personal messenger addressed to each of the Equity Shareholders of the Applicant Nos.1 , 2 , 3 , 4 , 5 , and 6 at their respective and last known addresses.
That the Advocate-on-Record for the Applicant Companies do within 3 days (after obtaining an authenticated copy of their 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.
That Mr. Sushil Kumar Mishra, Advocate, and failing him, Ms. Payel Banerjee, Advocate, shall be the Chairman of the Meeting of Appli- cant No.1 to be held as aforesaid at a remuneration of 400 GM.
That Ms. Payel Banerjee, Advocate and failing her, Mr. Shailendra Kumar Mishra, Advocate, shall be the Chairman of the Meeting of Appli- cant No.2 to be held as aforesaid at a remuneration of 400 GM . 8
That Mr. Shailendra Kumar Mishra, Advocate. and failing him, Mr. Dinesh Chandra Sriwastava, Advocate, shall be the Chairman of the Meeting of Applicant No.3 to be held as aforesaid at a remuneration of 400 GM.
That Mr. Dinesh Chandra Sriwastava, Advocate, and failing him, Mr. Swapam Sarkar, Advocate, shall be the Chairman of the Meeting of Applicant No.4 to be held as aforesaid at a remuneration of 400 GM.
That Mr. Swapan Sarkar, Advocate, and failing him, Mr. Suman Saha, Advocate, shall be the Chairman of the Meeting of Applicant No.5 to be held as aforesaid at a remuneration of 400 GM.
That Mr. Suman Saha, Advocate, and failing him, Mr. Sushil Kumar Mishra, Advocate, shall be the Chairman of the Meeting of Appli- cant No.6 to be held as aforesaid at a remuneration of 400 GM.
That the Chairperson appointed for the said meeting or any person authorized by him do issue and sent out the notice of the said meeting referred to above.
That the quorum for the meeting of the Equity Shareholders of the Applicant No.1 may be fixed at 4 (four) persons present either in person or in proxy.9
That the quorum for the meeting of the Equity Shareholders of the Applicant No.2 may be fixed at 3 (three) persons present either in person or in proxy.
That the quorum for the meeting of the Equity Shareholders of the Applicant No.3 may be fixed at 3 (three) persons present either in person or in proxy.
That the quorum for the meeting of the Equity Shareholders of the Applicant No.4 may be fixed at 2 (two) persons present either in person or in proxy.
That the quorum for the meeting of the Equity Shareholders of the Applicant No.5 may be fixed at 2 (two) persons present either in person or in proxy.
That the quorum for the meeting of the Equity Shareholders of the Applicant No.6 may be fixed at 50 (fifty) persons present either in person or in 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 meeting, is filed with the Applicant Nos. 1 , 2 , 3 , 4 , 5 and 6 at its Registered Offices not later than forty eight hours before the meeting the Chairperson shall have the power to adjourn the meeting, if necessary. 10
The value of the vote of each member shall be in accordance with the books of the Applicants respectively and where entries in the books are disputed, the Chairperson shall determine the value for the purpose of the meeting.
That the Chairpersons do report to this Court the result of the said meetings within three weeks from the date of conclusion of the meetings and the reports shall be verified by an affidavit.
Summons be signed as of date C.A.No. 258 of 2010 is disposed of. Urgent certified photocopies of this order, if applied for, be given to the parties subject to compliance with all requisite formalities.
(SANJIB BANERJEE, J.) kc