Calcutta High Court
Karni Vincom Private Limited & Ors vs Unknown on 16 December, 2010
Author: I.P. Mukerji
Bench: I. P. Mukerji
COMPANY APPLICATION NO. 946 OF 2010
IN THE HIGH COURT AT CALCUTTA
ORIGINAL JURISDICTION
In the Matter of :
KARNI VINCOM PRIVATE LIMITED & ORS.
BEFORE :
The Hon'ble JUSTICE I. P. MUKERJI
Date : 16th December, 2010.
Appearance :
Mr. Rajesh Singh, Advocate The Court : A meeting of the Shareholders of Karni Vincom Private Limited (hereinafter referred to as the "Transferee Company") shall be convened and held at 10, Kiran Shankar Roy Road, 1st Floor, Calcutta- 700001 on the 7th day of January, 2011 at 2.00 p.m. for the purpose of considering and if thought fit approving with or without modification, the Scheme of Amalgamation proposed of Liberal Commosales Private Limited, Jackpot Distributors Private Limited, Compact Vincom Private Limited, Kalakanchan Developers Private Limited, Virdhi Vincom Private Limited, Longview Commotrade Private Limited, Phony Developers Private Limited and Rangoli Tradelinks Private Limited (hereinafter collectively referred to as 2 the Transferor Companies) with Karni Vincom Private Limited.
A meeting of the Shareholders of Liberal Commosales Private Limited shall be convened and held at 10, Kiran Shankar Roy Road, 1st Floor, Calcutta-700001 on the 7th day of January, 2011 at 2.15 p.m. for the purpose of considering and if thought fit approving with or without modification, the Scheme of Amalgamation.
A meeting of the Shareholders of Jackpot Distributors Private Limited shall be convened and held at 10, Kiran Shankar Roy Road, 1st Floor, Calcutta-700001 on the 7th day of January, 2011 at 2.30 p.m. for the purpose of considering and if thought fit approving with or without modification, the Scheme of Amalgamation.
A meeting of the Shareholders of Compact Vincom Private Limited shall be convened and held at 10, Kiran Shankar Roy Road, 1st Floor, Calcutta-700001 on the 7th day of January, 2011 at 2.45 p.m. for the purpose of considering and if thought fit approving with or without modification, the Scheme of Amalgamation.
A meeting of the Shareholders of Kalakanchan Developers Private Limited shall be convened and held at 10, Kiran Shankar Roy Road, 1st 3 Floor, Calcutta-700001 on the 7th day of January, 2011 at 3.00 p.m. for the purpose of considering and if thought fit approving with or without modification, the Scheme of Amalgamation.
A meeting of the Shareholders of Virdhi Vincom Private Limited shall be convened and held at 10, Kiran Shankar Roy Road, 1st Floor, Calcutta- 700001 on the 7th day of January, 2011 at 3.15 p.m. for the purpose of considering and if thought fit approving with or without modification, the Scheme of Amalgamation.
A meeting of the Shareholders of Longview Commotrade Private Limited shall be convened and held at 10, Kiran Shankar Roy Road, 1st Floor, Calcutta-700001 on the 7th day of January, 2011 at 3.30 p.m. for the purpose of considering and if thought fit approving with or without modification, the Scheme of Amalgamation.
A meeting of the Shareholders of Phony Developers Private Limited shall be convened and held at 10, Kiran Shankar Roy Road, 1st Floor, Calcutta-700001 on the 7th day of January, 2011 at 3.45 p.m. for the purpose of considering and if thought fit approving with or without modification, the Scheme of Amalgamation.4
A meeting of the Shareholders of Rangoli Tradelinks Private Limited shall be convened and held at 10, Kiran Shankar Roy Road, 1st Floor, Calcutta-700001 on the 7th day of January, 2011 at 4.00 p.m. for the purpose of considering and if thought fit approving with or without modification, the Scheme of Amalgamation.
Since all the Shareholders of all the applicant companies abovenamed have already considered and given their consent in writing to the Scheme, such meetings may be held at short notice.
At least 3 (three) days before the meetings to be held as aforesaid, notices convening the said meetings at the place and times as aforesaid together with a copy of the said Scheme of Amalgamation, a copy of the statement under section 393 of the Companies Act, 1956 and the prescribed form of proxy be sent and received under Certificate of Posting or by Hand Delivery to each of the said Shareholders of the applicant companies at their respective last known addresses.
The advertisement of the notice of the meetings is dispensed with. The settlement of the individual notice, including statement to accompany the notice by the Assistant Registrar (Company) of this Court is also dispensed with.5
Mr.Ranjit Kumar Singh, Advocate, Bar Association Room No.15 and failing which Mr. Goutam Das, Advocate, Bar Association Room No.13 shall be the Chairperson of the meeting of the Shareholders of Karni Vincom Private Limited to be held at aforesaid at a remuneration of 600 GMs.
Mr. Goutam Das, Advocate, Bar Association Room No.13 and failing which Ms. Krishnakali Swar, Advocate, 2 & 3 Kiran Sankar Roy Road, Ground floor, Room No.3 shall be the Chairperson of the meeting of the Shareholders of Liberal Commosales Private Limited, Jackpot Distributors Private Limited, Compact Vincom Private Limited and Kalakanchan Developers Private Limited to be held at aforesaid at a remuneration of 600 GMs.
Ms. Krishnakali Swar, Advocate, 2 & 3 Kiran Sankar Roy Road, Ground floor, Room No.3 and failing which Mr. Ranjit Kumar Singh, Advocate, Bar Association Room No.15 shall be the Chairperson of the meeting of the Shareholders of Virdhi Vincom Private Limited, Longview Commotrade Private Limited, Phony Developers Private Limited and Rangoli Tradelinks Private Limited to be held at aforesaid at a remuneration of 600 GMs.6
Such Chairperson appointed for the said meetings, or any person(s) authorised by him do issue and send out the notice of the meeting(s) referred to above.
The quorum for the meetings of the Shareholders of all the Applicant Companies 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 to vote at the meeting(s), is filed with the applicant companies at their registered offices not later than forty-eight hours before the said meeting(s). The Chairperson shall have the power to adjourn the meetings, if necessary.
The value of each member shall be in accordance with the books of the companies and where entries in the books are disputed, the Chairperson shall determine such value for the purposes of the meeting(s).
The Chairperson do report to this Court, the result of the said meetings within one week from the date of the conclusion of the said meetings and their reports shall be verified by their respective affidavits.
This application is disposed of.
7The Chairperson and all parties concerned are to act on a signed photocopy of this order on the usual undertakings.
(I.P. MUKERJI, J.) SP/