Calcutta High Court
Jalan Cement Works Limited & Ors vs Unknown on 20 January, 2011
Author: I. P. Mukerji
Bench: I. P. Mukerji
COMPANY APPLICATION NO. 83 OF 2011
IN THE HIGH COURT AT CALCUTTA
ORIGINAL JURISDICTION
In the Matter of :
JALAN CEMENT WORKS LIMITED & ORS.
BEFORE :
The Hon'ble JUSTICE I. P. MUKERJI
Date : 20th January, 2011.
Appearance :
Mr. Rajesh Singh, Advocate for the petitioner.
The Court : A meeting of the Shareholders of Jalan Cement Works Limited (hereinafter referred to as the "Transferee Company") shall be convened and held at 10, Kiran Shankar Roy Road, 1st Floor, Calcutta-700001 on the 22nd day of March, 2011 at 2.00 p.m. for the purpose of considering and if thought fit approving with or without modification, the Scheme of Amalgamation proposed of Sohit Barter Private Limited, Pawandoot Properties Private Limited, Durga Infrabuild Private Limited, Sinha Infracon Private Limited, Ajay Infrabuild Private Limited, Sinha Infrabuild Private Limited, Ajay Infracon Private Limited and Pawansut Tie-up Private Limited (hereinafter collectively referred to as the Transferor Companies) with Jalan Cement Works Limited. 2
A meeting of the Shareholders of Sohit Barter Private Limited shall be convened and held at 10, Kiran Shankar Roy Road, 1st Floor, Calcutta-700001 on the 22nd day of March, 2011 at 2.15 p.m. for the purpose of considering and if thought fit approving with or without modification, the Scheme of Amalgamation.
A meeting of the Shareholders of Pawandoot Properties Private Limited shall be convened and held at 10, Kiran Shankar Roy Road, 1st Floor, Calcutta- 700001 on the 22nd day of March, 2011 at 2.30 p.m. for the purpose of considering and if thought fit approving with or without modification, the Scheme of Amalgamation.
A meeting of the Shareholders of Durga Infrabuild Private Limited shall be convened and held at 10, Kiran Shankar Roy Road, 1st Floor, Calcutta-700001 on the 22nd day of March, 2011 at 2.45 p.m. for the purpose of considering and if thought fit approving with or without modification, the Scheme of Amalgamation.
A meeting of the Shareholders of Sinha Infracon Private Limited shall be convened and held at 10, Kiran Shankar Roy Road, 1st Floor, Calcutta-700001 on the 22nd day of March, 2011 at 3.00 p.m. for the purpose of considering and if thought fit approving with or without modification, the Scheme of Amalgamation.
A meeting of the Shareholders of Ajay Infrabuild Private Limited shall be convened and held at 10, Kiran Shankar Roy Road, 1st Floor, Calcutta-700001 on the 22nd day of March, 2011 at 3.15 p.m. for the purpose of considering and if thought fit approving with or without modification, the Scheme of Amalgamation. 3
A meeting of the Shareholders of Sinha Infrabuild Private Limited shall be convened and held at 10, Kiran Shankar Roy Road, 1st Floor, Calcutta-700001 on the 22nd day of March, 2011 at 3.30 p.m. for the purpose of considering and if thought fit approving with or without modification, the Scheme of Amalgamation.
A meeting of the Shareholders of Ajay Infracon Private Limited shall be convened and held at 10, Kiran Shankar Roy Road, 1st Floor, Calcutta-700001 on the 22nd day of March, 2011 at 3.45 p.m. for the purpose of considering and if thought fit approving with or without modification, the Scheme of Amalgamation.
A meeting of the Shareholders of Pawansut Tie-up Private Limited shall be convened and held at 10, Kiran Shankar Roy Road, 1st Floor, Calcutta-700001 on the 22nd day of March, 2011 at 4.00 p.m. for the purpose 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 meetings 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 Certificate of Posting or by Hand Delivery to each of the Shareholders of the applicant companies at their respective last known addresses.4
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 Mr. Rajesh Singh of 10, Kiran Shankar Roy Road, 1st Floor, Calcutta-700001 be inserted once in Business Standard and Aajkal in Calcutta. The publication in the Calcutta Gazette is dispensed with.
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.
Mr. A. C. Moitra, Sr. Advocate, Bar Association Room No.1 and failing which Mr. Bidyut Kumar Roy, Central Government Advocate, shall be the Chairperson of the meeting of the Shareholders of Jalan Cement Works Limited to be held at aforesaid at a remuneration of 600 GMs.
Mr. Bidyut Kumar Roy, Central Government Advocate, and failing which Mr. A.C.Moitra, Sr.Advocate , Bar Association Room No.1 shall be the 5 Chairperson of the meeting of the Shareholders of Sohit Barter Private Limited to be held at aforesaid at a remuneration of 600 GMs.
Mr. Mr.P.N.Datta, Sr.Advocate, Bar Library Club, Advocate, and failing which Ms. Renuka Roy, Advocate, Bar Association Room No.2 shall be the Chairperson of the meeting of the Shareholders of Pawandoot Properties Private Limited to be held at aforesaid at a remuneration of 600 GMs.
Ms. Renuka Roy, Advocate, Bar Association Room No.2 and failing which Mr.P.N.Datta, Sr.Advocate, Bar Library Club,
shall be the Chairperson of the meeting of the Shareholders of Durga Infrabuild Private Limited to be held at aforesaid at a remuneration of 600 GMs.
Ms. Bijaylakshmi Sil, Advocate, B.A. Room No.14 and failing which Mr. Subhrangshu Panda, Advocate, B.A.Room No.5 shall be the Chairperson of the meeting of the Shareholders of Sinha Infracon Private Limited to be held at aforesaid at a remuneration of 600 GMs.
Mr. Subhrangshu Panda, Advocate, B.A.Room No.5 and failing which Ms. Bijaylakshmi Sil, Advocate, B.A. Room No.14
shall be the Chairperson of the meeting of the Shareholders of Ajay Infrabuild Private Limited to be held at aforesaid at a remuneration of 600 GMs. 6
Mr. K.K.Bera,Advocate, 7 Old Post Office Street and Bar Association Room No.14 and failing which Mr. Goutam Das, Advocate, B.A.Room No.13 shall be the Chairperson of the meeting of the Shareholders of Sinha Infrabuild Private Limited to be held at aforesaid at a remuneration of 600 GMs.
Mr. Goutam Das, Advocate, B.A.Room No.13 and failing which Mr. K. K. Bera,Advocate, 7 Old Post Office Street and Bar Association Room No.14 shall be the Chairperson of the meeting of the Shareholders of Ajay Infracon Private Limited to be held at aforesaid at a remuneration of 600 GMs.
Mr. Siddhartha Shankar Chakraborty, Advocate, B.A.Room No.14 and failing which Mr. K. K. Bera,Advocate, 7 Old Post Office Street and Bar Association Room No.14 shall be the Chairperson of the meeting of the Shareholders of Pawansut Tie-up Private Limited to be held at aforesaid at a remuneration of 600 GMs.
Such Chairpersons or any person(s) authorised by them do issue and send out the notice of the meetings referred of above.
The quorum for the meeting of the Shareholders of all the Transferor Companies be fixed at 2 (two) persons and that of the Transferee Company be fixed at 5 (five) persons, present either in person or by proxy. 7
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 registered office 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 books of the company and where entries in the books are disputed, the Chairperson shall determine such value for the purposes of the meeting(s).
The Chairpersons do report to this Court, the result of the said meeting(s) within seven weeks from the date of the meetings and their Reports shall be verified by their respective affidavits.
This Application is disposed of.
The Chairpersons and all parties concerned are to act on a signed photocopy of this order on the usual undertakings.
(I. P. MUKERJI, J.) ssaha AR(C.R.)