Calcutta High Court
The Companies Act vs Unknown on 16 February, 2010
Author: Sanjib Banerjee
Bench: Sanjib Banerjee
Company Application No. 47 of 2010
In the High Court at Calcutta
Original Jurisdiction
In the matter of:
The Companies Act, 1956;
And
In the matter of:
An application under Sections 391(1)
and 393 of the said Act;
And
In the matter of:
Everbright Sales Agencies Private
Limited, a company incorporated under
the provisions of the Companies Act,
1956 and having its registered office at
Plot No.A3, Block-GP, Sector-V, Salt
Lake Electronics Complex, Kolkata-
700091, West Bengal within the
aforesaid jurisdiction;
And
2
In the matter of:
Fastflow Commotrade Private Limited, a
company incorporated under the
provisions of the Companies Act, 1956
having its registered office at Plot No.A3,
Block-GP, Sector-V, Salt Lake
Electronics Complex, Kolkata- 700091,
West Bengal within the aforesaid
jurisdiction;
And
In the matter of:
Olypab Sales Private Limited, a company
incorporated under the provisions of the
Companies Act, 1956 and having its
registered office at Plot No.A3, Block-GP,
Sector-V, Salt Lake Electronics Complex,
Kolkata- 700091, West Bengal within the
aforesaid jurisdiction
And
In the matter of:
3
Forum Viniyog Private Limited, a
company incorporated under the
provisions of the Companies Act, 1956
and having its registered office at Plot
No.A3, Block-GP, Sector-V, Salt Lake
Electronics Complex, Kolkata- 700091,
West Bengal within the aforesaid
jurisdiction
And
In the matter of:
1.Everbright Sales Agencies Private Limited
2. Fastflow Commotrade Private Limited
3. Olypab Sales Private Limited
4. Forum Viniyog Private Limited ...Applicants Before the Hon'ble Justice SANJIB BANERJEE 16th day of February, 2010 IT IS ORDERED 4
1. A meeting of the holders of the Equity Shares in Everbright Sales Agencies Private Limited (hereinafter referred to as "EVER" shall be convened and held at 7C, Kiran Shankar Roy Road, Ground Floor, Kolkata- 700001 on the 19th day of March, 2010, at 12.00 Noon for the purpose of considering and if thought fit, approving, with or without modifications, the Scheme of Amalgamation of Fastflow Commotrade Private Limited (hereinafter referred to as "FAST"), Olypab Sales Private Limited (hereinafter referred to as "OLYPAB") with Forum Viniyog Private Limited (hereinafter referred to as the "Transferee Company").
2. A meeting of the holders of the Equity Shares in Fastflow Commotrade Private Limited (hereinafter referred to as "FAST") shall be convened and held at 7C, Kiran Shankar Roy Road, Kolkata- 700001 on the 19th day of March, 2010 at 12.15 P.M. for the purpose of considering, and if thought fit, approving, with or without modifications, the said Scheme.
3. A meeting of the holders of the Equity shares in Olypab Sales Private Limited (hereinafter referred to as "OLYPAB") shall be convened and held at 7C, Kiran Shankar Roy Road, Kolkata- 5 700001 on the 19th day of March, 2010 at 12.30 P.M. for the purpose of considering, and if thought fit, approving, with or without modifications, the said Scheme.
4. A meeting of the holders of Equity Shares in Forum Viniyog Private Limited (hereinafter referred to as the "Transferee Company") shall be convened and held at 7C, Kiran Shankar Roy Road, Kolkata- 700001 on the 19th day of March, 2010 at 12.45 P.M. for the purpose of considering, and if thought fit, approving, with or without modifications, the said Scheme.
5. At least 21 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 served upon them under certificate of posting or personally by hand to each of the holders of the Equity Shares in the Applicant Companies at their respective or last known addresses.
6
6. 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 from the Registered Offices of the Applicant Company Nos. 1 to 4 or from the office of their Advocates, M/s. Mukherjee Agarwalla & Co., 7C, Kiran Shankar Roy Road, Ground Floor, Kolkata- 700001 be inserted once in "The Statesman" and once in "Dainik Statesman" in Kolkata. The publication in the Calcutta Gazette is dispensed with.
7. The Advocate on Record for the Applicant Companies do within seven days 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.
8. Mr. Subhas Jana, Advocate, and failing him Mr. Kaunish Chakraborti, Advocate shall be the Chairperson of the said meetings of the Equity Shareholders of "EVER" at a remuneration of 400 GM.
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9. Mr. Kaunish Chakraborti, Advocate, and failing him Mr. Diptangshu Basu, Advocate shall be the Chairperson of the said meetings of the Equity Shareholders of "FAST" at a remuneration of 400 GM.
10. Mr. Diptangshu Basu, Advocate, and failing him Mr. Subrata Mukherjee (II), Advocate shall be the Chairperson of the said meetings of the Equity Shareholders of "OLYPAB" at a remuneration of 400 GM.
11. Mr. Subrata Mukherjee (II), Advocate, and failing him Mr. Subhas Jana, Advocate shall be the Chairperson of the said meetings of the Equity Shareholders of the "TRANSFEREE COMPANY" at a remuneration of 400 GM.
12. Such Chairpersons or any persons authorized by them do issue and send out the notice of the meetings referred of above. 8
13. The quorum of meetings of Equity Shareholders of "EVER", "FAST"
and "OLYPAB" shall be 3 persons and the "TRANSFEREE COMPANY" shall be 10 persons present in person or by proxy.
14. 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 Transferee Company at their respective registered office not later than forty-eight hours before the meetings. The Chairpersons shall have the power to adjourn the meeting, if necessary.
15. 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 meeting.
16. The Chairpersons do report to this Court, the results of the said meetings within seven weeks from the date of the meetings and their reports shall be verified by their respective affidavits. 9
17. Let the summons be signed as of date. C.A. No. 47 of 2010 is disposed of.
18. Urgent certified photocopies of this order, if applied for, be issued to the parties subject to compliance with all requisite formalities.
(SANJIB BANERJEE, J.) bp.
A.R(C.R)