Calcutta High Court
Plenty Valley Intra Limited & Anr vs Unknown on 24 March, 2015
Author: Biswanath Somadder
Bench: Biswanath Somadder
ORDER SHEET
CA No.163 of 2015
IN THE HIGH COURT AT CALCUTTA
Original Jurisdiction
ORIGINAL SIDE
IN THE MATTER OF :
PLENTY VALLEY INTRA LIMITED & ANR.
BEFORE:
The Hon'ble JUSTICE BISWANATH SOMADDER
Date : 24th March, 2015.
Mr. D. N. Sharma, Ms. Rusha Saha, Advocates appear.
The Court : A meeting of the equity shareholders of Plenty Valley Intra Limited, being the applicant no.1 abovenamed, (hereinafter referred to as "the transferor company") shall be convened and held at "Kala Kunj", Sangit Kala Mandir, 48, Shakespeare Sarani, Kolkata-700 017 on Thursday, the 7th day of May, 2015 at 11 a.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 Dhunseri Investments Limited, being the applicant no.2 abovenamed, (hereinafter referred to as "the transferee company") That a meeting of the equity shareholders of the transferee company shall be convened and held at "Kala Kunj", Sangit Kala Mandir, 48, Shakespeare Sarani, Kolkata 700 017 on Thursday, the 7th day of May, 2015 at 1.00 p.m. for 2 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.
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 offices of the transferor company and the transferee company or at the office of its advocates Messrs Khaitan & Co., 1B, Old Post Office Street, Kolkata 700 001 be inserted once each in "The Business Standard" English newspaper and "Bartaman" Bengali newspaper in Kolkata. The publication in the Calcutta 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 shall be sent to each of the said equity shareholders of the transferor company and the transferee company. Such notices shall be sent by e-mail to all the shareholders whose email ids are available as per the records of the transferee company or as provided by the depository. Such notices shall be sent by post or by courier to all the other shareholders of the transferor company and the transferee company. The notices shall be sent to the shareholders at their respective or last known addresses/email ids, as aforesaid. 3 The transferor company and the transferee company shall be at liberty to send notice of postal ballot/e-voting in terms of clause 5.16 of Securities and Exchange Board of India (SEBI) circular dated 4th February, 2013 along with the said notice of meeting hereby directed to be held.
That the advocates-on-record for the applicant companies do within 7 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. Biswa Brata Basu Mallick, Advocate, Bar Association Room No.15, failing which Mr. Sauvik Nandy, Advocate, Bar Association Room No. 15, 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 1500 GMs.
That Mr. Sauvik Nandy, Advocate, Bar Association Room No.15, failing which Mr. Biswa Brata Basu Mallick, Advocate, Bar Association Room No.15, 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 1500 GMs.
That the chairpersons appointed for the said meetings or any person authorised by them do issue and send out the notices of the said meetings referred to above.
That the quorum for the said meetings of the equity shareholders of the transferor company and the transferee company shall be 30(thirty) persons respectively present either personally or by proxy.
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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 respective meeting, is filed with the respective applicant company at its registered offices not later than forty eight hours before the respective meeting. The chairpersons shall have the power to adjourn the meetings, if necessary.
That the value of each member shall be in accordance with the books of the respective applicant company and, where entries in the books are disputed, the chairpersons shall determine the value for the purpose of the meetings.
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 their reports shall be verified by their affidavits.
Summons be signed as on date.
C.A. No.163 of 2015 is disposed of.
Urgent photostat certified copy of this order be supplied to the parties, if applied for, upon compliance of all requisite formalities.
(BISWANATH SOMADDER, J.) akb