Calcutta High Court
Infinity Finance Limited And Ors vs Unknown on 21 November, 2016
Author: Soumen Sen
Bench: Soumen Sen
ORDER SHEET
CA No.805 of 2016
IN THE HIGH COURT AT CALCUTTA
Original Jurisdiction
ORIGINAL SIDE
IN THE MATTER OF:
INFINITY FINANCE LIMITED AND ORS.
BEFORE:
The Hon'ble JUSTICE SOUMEN SEN
Date : 21st November, 2016.
Appearance:
Mr. D.N.Sharma, Adv.
Mr. T. Khaitan, Adv.
The Court : In this application under Sections 391(1) and 393 of the Companies Act, 1956, the Judge's Summons has been taken out praying for dispensing with the meetings of the shareholders of Infinity Finance Limited ("IFL"), Infinity Townships Private Limited ("ITPL") and Infinity Jaipur Knowledge City Private Limited ("IJKCPL"), being the applicant company nos. 1 to 3 (hereinafter referred to as the transferor companies") and for convening of meeting of the Equity Shareholders of Infinity Infotech Parks Limited, the applicant company no.4 abovenamed (hereinafter referred to as the "transferee company"). In view of the written consents given by all the shareholders of the transferor companies, which is annexed in original to the affidavit in support of the Judge's Summons, dispensation from convening meetings of shareholders of the transferor companies is allowed.
That a meeting of the equity shareholders of the transferee company shall be convened and held at Emerald House, 1B, Old Post Office Street (ground floor), Kolkata 700 001 on Friday, the 23rd day of December, 2016 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 IFL, ITPL and IJKCPL with the transferee company.2
That at least 21 (twenty one) clear days before the date of the said meeting, 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 transferee company be inserted once each in "The Financial Express"
English newspaper and "Pratidin" Bengali newspaper in Kolkata. The publication in the Kolkata Gazette is dispensed with.
That in addition, at least 21 (twenty one) clear days before the meeting to be held as aforesaid, a Notice convening the said meeting at the place and time 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 and/or by courier addressed to each of the said equity shareholders of the transferee company at their respective or last known addresses.
That Advocates-on-Record for the Applicant Companies do within 5 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.
That Mr. Anupam Das Adhikary, Advocate, and failing him Ms. Piyali Sengupta, 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 2000 G.Ms. That the Chairperson appointed for the said meeting or any person authorised by him/her do issue and send out the notices of the said meeting referred to above.
That the quorum for the said meeting of the Equity Shareholders of the transferee company shall be 5 (five) persons.
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, is filed with the 3 transferee company at its registered office not later than forty eight hours before the meeting. The Chairperson shall have the power to adjourn the meeting, if necessary.
That the value of vote of each member shall be in accordance with the books of the transferee company and, where entries in the books are disputed, the Chairperson shall determine the value of the vote for the purpose of the meeting.
That the Chairperson do report to this Court the results of the said meeting within two weeks from the date of the conclusion of the said meeting and his/ her report shall be verified by his/ her affidavit.
Summons be signed as of date. C.A. No.805 of 2016 is disposed of.
Urgent certified photocopy of this order, if applied for be supplied to the applicant, subject to compliance of all requisite formalities.
(SOUMEN SEN, J.) B.Pal