Calcutta High Court
Josan Deposit & Advance Pvt vs Unknown on 2 March, 2010
Author: Sanjib Banerjee
Bench: Sanjib Banerjee
ORDER SHEET C.A.No.137 of 2010 IN THE HIGH COURT AT CALCUTTA Original Jurisdiction ORIGINAL SIDE In the matter of:
JOSAN DEPOSIT & ADVANCE PVT. LTD. & ORS.
Appearance:
Mr. L.P. Tiwari, Adv.
...For the applicant.
Before:
The Hon'ble Justice SANJIB BANERJEE.
Date: March 2, 2010.
The Court: That a separate meeting of the holders of the Equity shares in M/s. JOSAN DEPOSIT AND ADVANCE PRIVATE LIMITED (hereinafter referred to as the Transferee Company) shall be convened and held at the office of M/s. L. P. Tiwari & Co. Advocates of 1B, Old Post Office Street, 4th Floor, Kolkata - 700 001 at 10.30 a.m. on 9th April, 2010 for the purpose of considering and if thought fit, approving with or without modification, a Scheme of Amalgamation between the Applicant Companies and their respective shareholders for the purpose of amalgamation of the Transferor Companies with the Transferee Company (the said Scheme of Amalgamation").2
That a separate meeting of the holders of the Equity Shares in M/S RANISATI RETAILER PRIVATE LIMITED (hereinafter referred to as the First Transferor Company) shall by convened and held at the office of M/s. L. P. Tiwari & Co. Advocates of 1B, Old Post Office Street, 4th Floor, Kolkata - 700 001 at 11.00 a.m. on 9th April, 2010 for the purpose of considering and if thought fit, approving with or without modification, a Scheme of Amalgamation between the Applicant Companies and their respective shareholders for the purpose of amalgamation of the First Transferor Company with the Transferee Company hereinafter referred to as (the said Scheme of Amalgamation).
That a separate meeting of the holders of the Equity Shares in M/S LOKENATH FINANCIAL ADVISORY PRIVATE LIMITED (hereinafter referred to as the Second Transferor Company) shall by convened and held at the office of M/s. L. P. Tiwari & Co. Advocates of 1B, Old Post Office Street, 4th Floor, Kolkata - 700 001 at 11.30 a.m. on 9th April, 2010 for the purpose of considering and if thought fit, approving with or without modification, a Scheme of Amalgamation between the Applicant Companies and their respective shareholders for the purpose of amalgamation of the Second Transferor Company with the 3 Transferee Company hereinafter referred to as (the said Scheme of Amalgamation) That a separate meeting of the holders of the Equity Shares in M/S PREVIEW COMMODITIES PRIVATE LIMITED (hereinafter referred to as the Third Transferor Company) shall by convened and held at the office of M/s. L. P. Tiwari & Co. Advocates of 1B, Old Post Office Street, 4th Floor, Kolkata - 700 001 at 12.00 p.m. on 9th April, 2010 for the purpose of considering and if thought fit, approving with or without modification, a Scheme of Amalgamation between the Applicant Companies and their respective shareholders for the purpose of amalgamation of the Third Transferor Company with the Transferee Company hereinafter referred to as (the said Scheme of Amalgamation) That a separate meeting of the holders of the Equity Shares in M/S MARIGOLD INVESTMENT MANAGEMENT PRIVATE LIMITED (hereinafter referred to as the Fourth Transferor Company) shall by convened and held at the office of M/s. L. P. Tiwari & Co. Advocates of 1B, Old Post Office Street, 4th Floor, Kolkata - 700 001 at 12.30 p.m. on 9th April, 2010 for the purpose of considering and if thought fit, approving with or without modification, a Scheme of Amalgamation between the Applicant Companies and their respective shareholders for the purpose of amalgamation of the 4 Fourth Transferor Company with the Transferee Company hereinafter referred to as (the said Scheme of Amalgamation) That at least twenty-one clear days before 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, 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 under certificate of posting upon each of the holders of the said Equity shares in the Transferee company at their respective or last known addresses.
That in addition, at least twenty-one days before the day appointed for the meetings, an advertisement convening the same and stating that copies of the said Scheme of Amalgamation and the statement required to be furnished pursuant to the section 393 of the Companies Act, 1956 and the forms of proxy can be obtained free of charge at the Registered office of the Transferee company or at the office of their Advocates, be inserted once in "The Financial Express", Calcutta Edition and once in "Aajkal". Publication of the notice of the meetings in the Calcutta Gazette is dispensed with. That the advocates for the Transferee Company do within seven days from this day file in Court the form of the notice and the same shall be settled by the Assistant Registrar (Company) of the Court. 5
That Ms. Varsha Bansal Agarwal, Advocate and failing which Mr. Samaresh Nandi, 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 400 GM, for such meeting.
That Mr. Samaresh Nandi, Advocate and failing which Mr. Arijit Ganguly, Advocate, shall be the Chairperson of the said meeting of the Equity Shareholders of the First Transferor Company to be held as aforesaid at a remuneration of 400 GM, for such meeting.
That Mr. Arijit Ganguly, Advocate and failing which Mr. Syed Julfikar Ali, Advocate shall be the Chairperson of the said meeting of the Equity Shareholders of the Second Transferor Company to be held as aforesaid at a remuneration of 400 GM, for such meeting.
That Mr. Syed Julfikar Ali, Advocate and failing which Mr. Abdul Momen, Advocate, shall be the Chairperson of the said meeting of the Equity Shareholders of the Third Transferor Company to be held as aforesaid at a remuneration of 400 GM, for such meeting.
That Mr. Abdul Momen, Advocate and failing which Ms. Varsha Bansal Agarwal, Advocate, shall be the Chairperson of the 6 said meeting of the Equity Shareholders of the Fourth Transferor Company to be held as aforesaid at a remuneration of 400 GM, for such meeting.
The Notice shall be despatched under the personal supervision of one of the Directors of the Transferee Company who shall prove such despatch by filing an affidavit of service.
That the quorum for each of the said meetings shall be two either personally or by proxy.
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 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.
That the value of each share shall be in accordance with the books of the Applicant Companies and where entries in the books are disputed, the respective chairpersons shall determine the value for the purpose of 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 meetings and their reports shall be verified by their respective affidavits.7
Let the summons be signed as of date. C.A.No.137 of 2010 is disposed of.
Urgent certified photocopies of this order, if applied for, be issued to the parties subject to compliance with all requisite formalities.
(Sanjib Banerjee, J.) A/s.