Calcutta High Court
The Companies Act vs Unknown on 10 June, 2010
Author: Sanjib Banerjee
Bench: Sanjib Banerjee
Company Application No.413 of 2010
In the High Court at Calcutta
Original Jurisdiction
In the Matter of :
The Companies Act, 1956.
And
In the Matter of :
An application under Sections 391(1)
and 393 of the said Act.
And
In the Matter of :
Powertone Trading Company Private
Limited, a Company incorporated
under the provisions of the
Companies Act, 1956, having its
registered office at Magma House, 9th
floor, 24, Park Street, Kolkata 700016,
within the aforesaid jurisdiction.
And
2
Cheviot Agro Industries Limited, an
existing company within the meaning
of the Companies Act, 1956, having
its registered office at Magma House,
9th floor, 24, Park Street, Kolkata
700016, within the aforesaid
jurisdiction.
1. Powertone Trading Company
Private Limited
2. Cheviot Agro Industries Limited
..... Applicants.
Cor: Sanjib Banerjee, J.
10th June, 2010 IT IS ORDERED:
1. A meeting of the Equity Shareholders of Powertone Trading Company Private Limited (hereinafter referred to as "the Transferor Company") shall be convened and held at Emerald House, 1B, Old Post Office Street (ground floor), Kolkata 700 001 on Friday, the 23rd day of July, 2010 at 4:30 p.m. for the purpose of considering, and if thought fit, approving, with or without modifications, the proposed Scheme of 3 Amalgamation of the Transferor Company with Cheviot Agro Industries Limited (hereinafter referred to as "the Transferee Company").
2. A meeting of the Equity Shareholders of the Transferee Company shall be convened and held at Emerald House, 1B, Old Post Office Street (ground floor), Kolkata 700 001 on Friday, the 23rd day of July, 2010 at 4:45 p.m. for the purpose of considering, and if thought fit, approving, with or without modifications, the proposed Scheme of Amalgamation of the Transferor Company with the Transferee Company.
3. 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 forms of Proxy can be obtained free of charge at the registered office of the respective Applicant Companies or at the office of their Advocates, Messrs. Khaitan & Co, 1B, Old Post Office Street, Kolkata 700 001 be inserted once each in "The Financial Express" and the "Pratidin" in Kolkata. The publication in the Kolkata Gazette is dispensed with.4
4. In addition, at least 21 (twenty one) clear days before the meetings to be held as aforesaid, 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 be sent by prepaid letter post under Certificate of Posting addressed to each of the said Shareholders of the Applicant Companies at their respective or last known addresses.
5. The Advocates-on-Record for the Applicant Companies do within 5 days from this day file in Court the form of the advertisement, the notice and the statement to accompany the notice and the same shall be settled by the Assistant Registrar (Company) of this Court.
6. Ms. Rituparna Sardar, Advocate, and failing her Mr. Subrato Roy, Advocate, 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 400 GM.
7. Mr. Subrato Roy, Advocate, and failing him Ms. Rituparna Sardar, Advocate, shall be the Chairperson of the said meeting of the 5 Equity Shareholders of the Transferee Company to be held as aforesaid at a remuneration of 400 GM.
8. The Chairpersons appointed for the said meetings or any person authorised by them do issue the advertisement and send out the notice of the meetings referred to above.
9. The quorum for the said meeting of the Equity Shareholders of the Transferor Company shall be 2 (two) persons, present in person or by proxy and of the said Equity Shareholders of the Transferee Company shall be 5 (five) persons, present in person or by proxy.
10. 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(s), is filed with the respective Applicant Companies at their registered offices not later than forty eight hours before the respective meeting. The Chairperson(s) shall have the power to adjourn the meeting(s), if necessary.
11. The value of each member shall be in accordance with the books of the respective Applicant Companies and, where entries in the books are 6 disputed, the Chairpersons shall determine the value for the purpose of the meetings.
12. The Chairpersons do report to this Court the result of the said meetings within two weeks from the date of the conclusion of the said meetings and their respective reports shall be verified by their respective affidavits.
13. Summons be signed as of date. C.A. No.413 of 2010 is disposed of.
14. Urgent certified photocopy 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)