Calcutta High Court
Pronto Industrial Services Limited & ... vs Unknown on 5 May, 2009
Author: Maharaj Sinha
Bench: Maharaj Sinha
CA No. 364 of 2009
IN THE HIGH COURT AT CALCUTTA
ORIGINAL SIDE
IN THE MATTER OF :
PRONTO INDUSTRIAL SERVICES LIMITED & ORS.
BEFORE:
The Hon'ble JUSTICE MAHARAJ SINHA
Date : 5 May 2009.
Ms. Sanjukta Mukherjee,advocate appears.
THE COURT :- By consent of the parties the following order is passed :
Let a meeting of the Shareholders of Pronto Industrial Services Limited(hereinafter referred to as the "PISL") be convened and held at 7C, Kiran Shankar Roy Road, Ground Floor, Calcutta-700001 on 19 June 2009 at 1.45 p.m. for the purpose of considering and if thought fit approving with or without modification, the Scheme of Arrangement of "PISL", Metropoli Capinstock Private Limited (hereinafter referred to as Metropoli and Snowberry Enclave Private Limited(hereinafter referred to as the "SEPL").
At least 21 days before the day appointed for the meetings to be held as aforesaid, a notice convening the said meeting at the 2 place and time as aforesaid together with a copy of the said Scheme of Arrangement 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 Certificate of Posting or by Hand Delivery to each of the Shareholders of "PISL" at their respective last known addresses.
At least twenty one clear days before the date of the meeting as aforesaid an advertisement convening the said meeting 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 respective registered office of "PISL" or at the office of its Advocate M/s. Mukherjee Agarwalla & Co.,Advocates of 7C, Kiran Shankar Roy Road, Ground Floor, Calcutta-700001 be inserted once in "The Financial Express" and "Aajkal" in Kolkata. The publication in the Kolkata Gazette is dispensed with.
The Advocate-on-Record for the Applicant Company no.1 is directed to file in Court within seven days from date the form of advertisement, the form of the notice and the statement to accompany the notice and the same shall be settled by the Assistant Registrar (Company) of this Court.
Mr. Ghanashyam Patra,learned advocate,9,Old Post Office Street,Ground Floor,Calcutta-1 and failing which Mr. Jibanhari 3 Mullick,learned advocate, Bar Association No. 1 shall be the Chairperson of the meeting of the Shareholders of "PISL" to be held at aforesaid at a remuneration of 600 GMS. Such Chairperson or any person authorised by him/her do issue and send out the notice of the meeting referred to above. The quorum for the meeting of the Shareholders of "PISL" be fixed at 3 (three) 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 "PISL" at its registered offices not later than forty-eight hours before the said meeting. The Chairmen / Chairperson shall have the power to adjourn the meeting, if necessary.
The value of each member shall be in accordance with the books of the respective companies and where entries in the books are disputed, the Chairperson shall determine the value for the purpose of their respective meetings.
The Chairperson do report to this Court, the results of the said meetings within seven weeks from the date of the conclusion of their respective meetings and their reports shall be verified by his respective affidavit.
The holding and convening of meeting of the shareholders of the applicant company nos. 2 and 3 be dispensed with since all the shareholders of the said applicant company have given their 4 consent to have the said Scheme of Arrangement approved. Accordingly, all formalities applicable to the applicant company nos. 2 and 3 be dispensed with.
With the aforesaid direction, the application is disposed of. The Chairperson and all parties concerned are to act on a xerox signed copy of this order on the usual undertakings.
(MAHARAJ SINHA,J.) skc