Calcutta High Court
Marigold Consultants Private vs Unknown on 16 August, 2010
Author: I.P.Mukerji
Bench: I. P. Mukerji
C.A. NO. 639 OF 2010
IN THE HIGH COURT AT CALCUTTA
ORIGINAL JURISDICTION
IN THE MATTER OF:
MARIGOLD CONSULTANTS PRIVATE
LIMITED & OTHERS.
The Hon'ble JUSTICE I. P. MUKERJI
Date: August 16, 2010
Mr. Dhirendra Nath Sharma, Advocate
appears
THE COURT: A meeting of the Equity
Shareholders of Marigold Consultants Private Limited (the Applicant Company No.1) for the purpose of considering, and, if thought fit, approving, with or without modification, the Scheme of Amalgamation proposed to be made between the applicant no.1 and Florence Advisors Private Limited (the Applicant Company No.2), Jai Balaji Advisors Private Limited (the Applicant Company No.3), Trimurti Corporate Advisors Private Limited (the Applicant Company No.4) with MOHTA CAPITAL PRIVATE LIMITED (the TRANSFEREE COMPANY) abovenamed shall be convened and held at the office of its Advocate-on-Record 2 M/s. Mukherjee Agarwalla & Co., Advocates, 7C, Kiran Shankar Roy Road, Ground floor, Kolkata- 700001 on 27th day of August, 2010 at 12:00 Noon.
A meeting of the Equity Shareholders of Florence Advisors Private Limited (the Applicant Company No.2) for the purpose of considering, and, if thought fit, approving, with or without modification, the Scheme of Amalgamation proposed to be made between the applicant no.2 and Marigold Consultants Private Limited (the Applicant Company No.1), Jai Balaji Advisors Private Limited (the Applicant Company No.3), Trimurti Corporate Advisors Private Limited (the Applicant Company No.4) with MOHTA CAPITAL PRIVATE LIMITED (the TRANSFEREE COMPANY) abovenamed shall be convened and held at the office of its Advocate-on-Record M/s. Mukherjee Agarwalla & Co., Advocates, 7C, Kiran Shankar Roy Road, Ground floor, Kolkata- 700001 on 27th day of August, 2010 at 12:10 P.M. A meeting of the Equity Shareholders of Jai Balaji Advisors Private Limited (the Applicant Company No.3) for the purpose of considering, and, if thought fit, approving, with or without modification, the Scheme of Amalgamation proposed to be made between the applicant no.3 and Marigold Consultants Private Limited 3 (the Applicant Company No.1), Florence Advisors Private Limited (the Applicant Company No.2), Trimurti Corporate Advisors Private Limited (the Applicant Company No.4) with MOHTA CAPITAL PRIVATE LIMITED (the TRANSFEREE COMPANY) abovenamed shall be convened and held at the office of its Advocate-on-Record M/s. Mukherjee Agarwalla & Co., Advocates, 7C, Kiran Shankar Roy Road, Ground floor, Kolkata- 700001 on 27th day of August, 2010 at 12:20 P.M. A meeting of the Equity Shareholders of Trimurti Corporate Advisors Private Limited (the Applicant Company No.4) for the purpose of considering, and, if thought fit, approving, with or without modification, the Scheme of Amalgamation proposed to be made between the applicant no.4 and Marigold Consultants Private Limited (the Applicant Company No.1), Florence Advisors Private Limited (the Applicant Company No.2), Jai Balaji Advisors Private Limited (the Applicant Company No.3) with MOHTA CAPITAL PRIVATE LIMITED (the TRANSFEREE COMPANY) abovenamed shall be convened and held at the office of its Advocate-on-Record M/s. Mukherjee Agarwalla & Co., Advocates, 7C, Kiran Shankar Roy Road, Ground floor, Kolkata- 700001 on 27th day of August, 2010 at 12:30 P.M. 4 A meeting of the Equity Shareholders of Mohta Capital Private Limited (the Transferee Company) for the purpose of considering, and, if thought fit, approving, with or without modification, the Scheme of Amalgamation proposed to be made between the Transferee Company and Marigold Consultants Private Limited (the Applicant Company No.1), Florence Advisors Private Limited (the Applicant Company No.2), Jai Balaji Advisors Private Limited (the Applicant Company No.3), Trimurti Corporate Advisors Private Limited with MOHTA CAPITAL PRIVATE LIMITED (the TRANSFEREE COMPANY) abovenamed shall be convened and held at the office of its Advocate-on- Record M/s. Mukherjee Agarwalla & Co., Advocates, 7C, Kiran Shankar Roy Road, Ground floor, Kolkata- 700001 on 27th day of August, 2010 at 12:40 P.M. Since all the shareholders of 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 meeting to be held as aforesaid, Notices convening the said meetings at the place and time as aforesaid together with a copy of the said Scheme, a copy of the Statement under Section 393 of the Companies Act, 1956 and the prescribed 5 form of Proxy be sent by prepaid letter post under Certificate of Posting or by hand through personal messenger addressed to each of the said Equity Shareholders of the Applicant Companies at their respective or 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.
Mr.Suman Saha, Advocate, Bar Association, Room No.17 shall be the Chairperson of the said meeting of the Equity Shareholders of the Applicant Company No.1 to be held as aforesaid at a remuneration of 600G.Ms. Ms.Hasi Saha, Advocate, Bar Association, Room No.12 shall be the Chairperson of the said meeting of the Equity Shareholders of the Applicant Company No.2 to be held as aforesaid at a remuneration of 600G.Ms. Mr.Dhiraj Kumar Gupta, Advocate 6,Old Post Office Street, Room No.7 shall be the Chairperson of the said meeting of the Equity Shareholders of the Applicant Company No.3 to be held as aforesaid at a remuneration of 600G.Ms. 6 Mr.Sanjay Bardhan, Advocate, Bar Association, Room No.1 shall be the Chairperson of the said meeting of the Equity Shareholders of the Applicant Company No.4 to be held as aforesaid at a remuneration of 600G.Ms. Ms.Mun Mun Tiwari, Advocate, Bar Association, Room No.13 shall be the Chairperson of the said meeting of the Equity Shareholders of the Applicant Company No.5, the Transferee Company to be held as aforesaid at a remuneration of 600G.Ms. The Chairpersons appointed for the said meetings or any person authorised by them do issue and send out the notices of the meetings referred to above.
The quorum for the said meetings of the Equity Shareholders of the Applicant Company Nos.1 to 5 shall be 2 (Two) persons each, present either personally 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 meetings, is filed with the Applicant Companies at its registered office not later than forty eight hours before the meetings. The Chairpersons shall have the power to adjourn the meetings, if necessary.
7
The value of each member shall be in accordance with the books of the Applicant Companies and, where entries in the books are disputed, the Chairpersons shall determine the value for the purpose of the meetings.
The Chairpersons do report to this Court the results of the said meeting within one week from the date of the conclusion of the said meetings and their report shall be verified by their affidavits. Summons be signed as of date. C.A No. 639 of 2010 is returnable on 6th September 2010 by when the chairpersons will file their report.
The Chairpersons and all parties concerned are to act on a signed photocopy of this order on the usual undertakings.
(I.P.MUKERJI,J.) sb/ Assistant Registrar(C.R.)