Calcutta High Court
Re : Dhanraksha Vanijya Private Ltd vs Dreamz Wealth & Consultancy Private Ltd on 7 October, 2013
Author: Harish Tandon
Bench: Harish Tandon
ORDER SHEET
C.A. No. 473 of 2013
IN THE HIGH COURT AT CALCUTTA
Original Jurisdiction
RE : Dhanraksha Vanijya Private Ltd.
And
Dreamz Wealth & Consultancy Private Ltd.
BEFORE:
The Hon'ble Justice HARISH TANDON
Date: 7th October, 2013
Appearance :
Mr. D. N. Sharma, Adv.
1.The Court : That a meeting of the Equity Shareholders of Dhanraksha Vanijya Private Limited, being the Application Company no. 1 abovenamed (hereinafter referred to as the "Transferor Company") shall be convened and held at Emerald House, 1B, Old Post Office Street (ground floor), Kolkata 700 001 on Friday, the 6th day of December, 2013 at 3.30 p.m. for the purpose of considering, and if thought fit, approving, with or without modification, the proposed Scheme of Amalgamation of the Transferor Company with Dreamz Wealth & Consultancy Private Limited, being the Applicant Company no. 2 abovenamed (hereinafter referred to as the "Transferee Company").
2. That a meeting of the Equity Shareholders of the Transferee Company shall be convened and held at Emerald House, 1B Old Post Office 2 Street (ground floor), Kolkata 700 001 on Friday, the 6th day of December, 2013 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 the Transferor Company with the Transferee Company.
3. That at least 21 (twenty one) clear days before the date of the said meetings, an advertisement convening the same and stating that copies of the said Scheme of Amalgamation and of 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 Companies be inserted once each in "The Financial Express" English newspaper and "Pratidin" Bengali newspaper in Kolkata. The publication in the Kolkata Gazettee is dispensed with.
4. That in addition, at least 21 (twenty one) clear days before the meetings to be held as aforesaid, a Notice convening the said meetings at the place and times 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 be sent by hand through Personal Messenger addressed to each of the said Equity Shareholders of the Applicant Companies at their respective or last known addresses.
5. That Advocates-on-Record for the Applicant Companies do within 3 days (after obtaining an authenticated copy of this order) file in Court the form of the notice, advertisement and the statement to accompany the notice and the same shall be settled by the Assistant Registrar (Company) of this Court. 3
6. That Ms. Mamata Bhargav, Advocate and failing her Mr. Shailendra Jain, Advocate shall be the Chairperson of the said meeting of the Equity Shareholders of the Transferor Company to be held as aforesaid at a remuneration of 800 G.Ms.
7. That Mr. Shailendra Jain, Advocate and failing him Ms Mamta Bhargav, Advocate shall be the Chairperson of the said meeting of the Equity Shareholders of the Transferee Company to be held as aforesaid at a remuneration of 800 G.Ms.
8. That the Chairpersons appointed for the said meetings or any person authorised by him/her do issue and send out the notices of the said meetings referred to above.
9. That the quorum for each of the said meetings of the Equity Shareholders of the Applicant Companies shall be 2 (two) persons present either personally or by proxy.
10. 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 or meetings, as the case may be, is filed with the related Applicant Company at its registered office not later than forty eight hours before the meeting(s). The Chairperson(s) shall have the power to adjourn the meeting(s), if necessary.
11. That 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. 4
12. That the Chairpersons do report to this Court the results of the said meetings within two weeks from the date of the conclusion of the said meetings and his/her report shall be verified by his / her report shall be verified by his / her affidavit.
13. Summons be signed as of date. C.A. No. 473 of 2013 is disposed of.
14. Urgent certified copy of this order, if applied for be supplied to the applicants subject to compliance of all requisite formalities.
(HARISH TANDON, J) sb-I