Calcutta High Court
Hela Holdings Private Limited & Anr vs Unknown on 29 January, 2014
Author: Patherya
Bench: Patherya
COMPANY APPLICATION NO. 38 OF 2014
IN THE HIGH COURT AT CALCUTTA
ORIGINAL JURISDICTION
In the Matter of :
HELA HOLDINGS PRIVATE LIMITED & ANR.
BEFORE :
The Hon'ble JUSTICE PATHERYA
Date : 29th January, 2014.
Appearance :
Mr. Rajesh Singh, Advocate The Court : A meeting of the Shareholders of Hela Holdings Private Limited shall be convened and held at 10, Kiran Shankar Roy Road, 1st Floor, Kolkata-700001 on the 11th day of March, 2014 at 4.00 p. m. for the purpose of considering and if thought fit approving with or without modification, the proposed Scheme of Amalgamation of Amber Equitable Investment Private Limited (hereinafter referred to as the Transferor Company) with Hela Holdings Private Limited (hereinafter referred to as the "Transferee Company").
A meeting of the Shareholders of Amber Equitable Investment Private Limited shall be convened and held at 10, Kiran Shankar Roy Road, 1st Floor, Kolkata-700001 on the 11th day of March, 2014 at 4.30 p. m. for the purpose 2 of considering and if thought fit approving with or without modification, the Scheme of Amalgamation.
At least 21 days before the day appointed for the meeting to be held as aforesaid, a notice convening the said meetings at the place and time as aforesaid together with a copy of the said Scheme of Amalgamation as also a copy of the statement required to be sent under section 393 of the Companies Act, 1956 and the prescribed form of proxy be served by Speed Post or by Courier by hand through Personal Messenger addressed to each of the Shareholders of all the applicant companies at their respective last known addresses.
At least twenty one clear days before the date of the meetings to be held as aforesaid an advertisement convening the said meetings and stating that the copies of the said scheme together with the copy of the statement required to be sent under Section 393 of the Companies Act, 1956 and the prescribed form of proxy can be obtained free of charge at the registered office of the applicant companies or at the office of their Advocate Mr. Rajesh Singh of 10, Kiran Shankar Roy Road, 1st Floor, Calcutta-700001 be inserted once in Business Standard and Dainik Statesman in Calcutta. The publication in the Calcutta Gazette is dispensed with.
Advocate-on-Record for the Applicant Companies do within 7 days (after obtaining an authenticated copy of this order) file in Court the form of advertisement, 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.
Ms.Sristi Barman Roy, Advocate, residing at T-1/2/2, Ruchira Residency, 369 Purbachal Kalitala Road, EM Bypass, Kolkata-78 (M- 9874231848) and failing which Ms.Smili Ghosh, Advocate, sitting at the 3 office of Dipayan Choudhury,Advocate of 5, Kiran Sankar Roy Road, 3rd Floor, Kolkata- 700 001. (M-9232788799) shall be the Chairperson of the meeting of the Shareholders of Hela Holdings Private Limited to be held at aforesaid at a remuneration of 300GMs.
Ms.Smili Ghosh, Advocate, sitting at the office of Dipayan Choudhury,Advocate of 5, Kiran Sankar Roy Road, 3rd Floor, Kolkata- 700 001, (M-9232788799) and failing which Ms.Sristi Barman Roy, Advocate, residing at T-1/2/2, Ruchira Residency, 369 Purbachal Kalitala Road, EM Bypass, Kolkata-78 (M-9874231848), shall be the Chairperson of the meeting of the Shareholders of Amber Equitable Investment Private Limited to be held at aforesaid at a remuneration of 300GMs.
The Chairpersons or any person(s) authorised by them do issue the advertisement and send out the notice of the meetings referred to above.
The quorum for the meeting of the Shareholders of the Transferee Company and the Transferor Company 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 only signed by the person(s) entitled to attend and to vote at the meeting, is filed with applicant companies at their respective registered offices not later than forty-eight hours before the said meeting(s). The Chairpersons shall have the power to adjourn the meeting(s), if necessary.
The value of each member shall be in accordance with the respective books of applicant companies and where entries in the books are disputed, the Chairperson shall determine such value for the purposes of the meeting(s).4
The Chairpersons do report to this Court, the results of the said meetings within seven weeks from the date of the conclusion of the meeting and his report shall be verified by their respective affidavits.
Summons be signed as of date. C. A. No.38 of 2014 is accordingly disposed of without any order as to costs.
Chairpersons and all parties concerned are to act on a signed photocopy of this order on the usual undertakings.
(PATHERYA,J.) sb.