Calcutta High Court
Dhananjay Tradelink Private vs Unknown on 26 April, 2010
Author: Sanjib Banerjee
Bench: Sanjib Banerjee
COMPANY APPLICATION NO. 245 OF 2010 IN THE HIGH COURT AT CALCUTTA ORIGINAL JURISDICTION.
In the Matter of :-
DHANANJAY TRADELINK PRIVATE LIMITED & ANR.
And In the Matter of :
NOBLE ENCLAVE & TOWERS
PRIVATE LIMITED
Appearance
Mr. Satarup Banerjee, Advocate
Before
The Hon'ble Justice Sanjib Banerjee.
April 26, 2010.
The Court : A supplementary affidavit has been filed by the
applicants wherein it has been stated that clause 6 of Part III of the scheme (appearing at page 195 of the Court papers) will stand deleted. 2 The applicants also submit that the accounting treatment following the scheme will be strictly in adherence to Accounting Standard - 14 notwithstanding anything contained in clause (C) under Part II of the scheme (appearing at page 193 of the Court papers).
The scheme to be placed before the shareholders of the relevant companies will indicate the modification thereto in the deletion of clause 6 of Part III and in the accounting treatment in clause (C) under Part II being required to adhere to A.S.-14.
The meeting of the Equity Shareholders of Dhananjay Tradelink Private Limited being the Applicant No.1 herein, shall be convened and held at No. 2, Red Cross Place, Kolkata-700 001, on Saturday the 19th day of June, 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 and Applicant No.3.
The meeting of the Equity Shareholders of Abhashree Merchants Private Limited being the Applicant No.2 herein, shall be convened and held at No.2, Red Cross Place, Kolkata-700 001, on Saturday the 19th 3 day of June, 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 and Applicant No.3.
The meeting of the Equity Shareholders of Noble Enclave & Towers Private Limited being the Applicant No.3 herein, shall be convened and held at No.2, Red Cross Place, Kolkata-700 001, on Saturday the 19th day of June, 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 and Applicant No.3.
That at least 21 (twenty One) clear days before the date of the said meetings advertisements 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.3 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 "THE 4 BUSINESS STANDARD" English Newspaper. The publication in the Calcutta Gazette is dispensed with.
That in addition at least 21 (twenty one) clear days before the meetings 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 and 3 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 Ms. Arati Ghosh, Advocate and failing her, Mr. Sujit Chatterjee, Advocate, shall be the Chairman of the Meeting of Applicant No.1 to be held as aforesaid at a remuneration of 400 GM. 5
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 Mr. Sujit Chatterjee, Advocate, and failing him, Ms. Tapasi Chatterjee, Advocate, shall be the Chairman of the Meeting of Applicant No.2 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 Ms. Tapasi Chatterjee, Advocate, and failing her, Ms. Arati Ghosh, Advocate, shall be the Chairman of the Meeting of Applicant No.3 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.
6
That the quorum for the meeting of the Equity Shareholders of the Applicant No.1 may be fixed at two persons present either in person or in proxy.
That the quorum for the meeting of the Equity Shareholders of the Applicant No.2 may be fixed at two 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 two 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 and 3 at its Registered Offices not later than forty eight hours before the meeting the Chairpersons shall have the power to adjourn the meeting, if necessary.
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 7 are disputed, the Chairpersons 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 meeting and the report shall be verified by an affidavit.
Summons be signed as of date C.A.No. 245 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.) sg.