Calcutta High Court
The Companies Act vs Unknown on 2 September, 2013
Author: Harish Tandon
Bench: Harish Tandon
COMPANY APPLICATION NO. 407 OF 2013
IN THE HIGH COURT AT CALCUTTA
Original Jurisdiction
In the matter of:
The Companies Act, 1956;
And
In the matter of:
Section 391(1) and 393 of the said Act;
And
In the matter of:
Shakti Development Private Limited, a
Company incorporated under the
Companies Act, 1956 having its
Registered Office at Flat No. 5B, 2/5
Sarat Bose Road, Kolkata 700020
outside the jurisdiction aforesaid;
And
In the matter of:
S. K. Samanta & Co. Private Limited, a
Company incorporated under the
provisions of the Companies Act, 1956
having its registered office at Flat No. 4A,
2
2/5 Sarat Bose Road, Kolkata 700020,
outside the aforesaid jurisdiction.
1.Shakti Development Private Limited
2. S. K. Samanta & Co. Private Limited.
......... Applicants BEFORE:
THE HON'BLE JUSTICE HARISH TANDON DATE: 2ND SEPTEMBER 2013.
IT IS ORDERED
1. That a meeting of the Shareholders of S. K. Samanta & Co. Private Limited (hereinafter referred to as the "Transferee Company") shall be convened and held at the office of Sandersons & Morgans, 5, Netaji Subhas Road, 1st Floor, Kolkata-700001 on the 8th day of October, 2013 at 3.00 p.m. for the purpose of considering and if thought fit approving with or without modification, the Scheme of Amalgamation proposed of Shakti Development Private Limited (hereinafter referred to as the "Transferor Company") with S. K. Samanta & Co. Private Limited.
2. That a meeting of the Shareholders of Shakti Development Private Limited shall be convened and held at the office of Sandersons & Morgans, 3 5, Netaji Subhas Road, 1st Floor, Kolkata-700001 on the 8th day of October, 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.
3. That at least 21 days before the day appointed for 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 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 Certificate of Posting or by Hand Delivery to each of the Shareholders of all the Applicant Companies at their respective last known addresses.
4. That 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 respective Registered Office of the Applicant Companies or at the office of their Advocate Sandersons & Morgans, 5, Netaji Subhas Road, 1st Floor, Kolkata-700001 be inserted once in English newspaper, "The Statesman"
and once in Bengali newspaper, "Bartaman" in Kolkata. The publication in the Kolkata Gazette is dispensed with.4
5. That the Advocate-on-Record for the Applicant Companies do within 7 days from this day file in Court 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.
6. That Mrs. Hasi Saha Advocate, Bar Association Room No.12 and failing which Ms. Sucharita Paul Advocate, Bar Association Room No.3 shall be the Chairperson of the meeting of the Shareholders of S. K. Samanta & Co. Private Limited to be held as aforesaid at a remuneration of 1000 GMS.
7. Mrs. Sucharita Paul, Advocate, Bar Association Room No.3 and failing which Mrs. Hasi Saha, Advocate, Bar Association Room No.12 shall be the Chairperson of the meeting of the Shareholders of Shakti Development Private Limited to be held as aforesaid at a remuneration of 600 GMS.
8. That such Chairpersons or any persons authorised by them do issue and send out the notice of the meetings referred of above.
9. That the quorum for the meetings of the Shareholders of the Transferee Company be fixed at 2 (Two) persons, and that of the Transferor Company be fixed at 2 (Two) persons, present either in person or by proxy.
10. That 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(s), is filed with the applicant companies at their respective 5 registered office not later than forty-eight hours before the said meeting(s). The Chairmen / Chairpersons 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 company and where entries in the books are disputed, the Chairperson shall determine such value for the purposes of the meeting.
12. That the Chairpersons do report to this Court, the result of the said meeting(s) within seven weeks from the date of the meeting and their Report shall be verified by their respective affidavits.
Summons be signed as of date. C. A. No.407 of 2013 is disposed of. Urgent certified photocopies of this order, if applied for, be issued to the parties subject to compliance of all requisite formalities.
(HARISH TANDON, J.) SSAHA AR(CR)