Calcutta High Court
Prefer Vanijya Private Limited vs 5. Heaven Tradelink Private Limited on 5 April, 2010
Author: Sanjib Banerjee
Bench: Sanjib Banerjee
COMPANY APPLICATION NO. 231 OF 2010
In the High Court at Calcutta
Original Jurisdiction
In the Matter of :
1.PREFER VANIJYA PRIVATE LIMITED
2. HOOGHLY DEALCOM PRIVATE LIMITED
3. SANSAR DEALCOM PRIVATE LIMITED
4. SAHELI VANIJYA PRIVATE LIMITED And
5. HEAVEN TRADELINK PRIVATE LIMITED . . . Applicants Appearance Mr. Deepnath Roy Chowdhury, Advocate Before The Hon'ble Justice SANJIB BANERJEE Date: 5th April, 2010 The Court: The applicants seek meetings of the shareholders of the applicants to be convened for the purpose of considering and, if thought fit, approving the proposed scheme of amalgamation.
The applicants submit that clause 2 of Part III of the proposed scheme will stand deleted. The applicants also submit that clause 4 of Part III of the scheme will read as follows:-
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"4. The Board of Directors of the Transferee Company may assent on behalf of all concerned to any modification to the scheme or to any condition which the Hon'ble High Court at Calcutta or any other statutory authority may impose."
The applicants say that the rest of clause 4 of part III of the scheme will stand deleted.
Subject to the above, the meetings of the shareholders as prayed for may be convened and the scheme as now modified should be placed before the shareholders.
That a meeting of the Equity Shareholders of PREFER VANIJYA PRIVATE LIMITED, being the applicant no.1 herein shall be convened and held at 7C, Kiran Shankar Roy Road, Ground floor, Kolkata-700 001, on Friday, the 14th day of May, 2010 at 1.00 P.M. for the purpose of considering, and if thought fit, approving, with or without modification, the proposed Scheme of Amalgamation of the Applicant Company No.1, 2, 3 and 4 with the Applicant Company No.5.
That a meeting of the Equity Shareholders of HOOGHLY DEALCOM PRIVATE LIMITED, being the applicant no.2 herein shall be convened and held at 7C, Kiran Shankar Roy Road, Ground floor, Kolkata- 3 700001, on Friday, the 14th day of May, 2010 at 1.15 P.M. for the purpose of considering, and if thought fit, approving, with or without modification, the proposed Scheme of Amalgamation of the Applicant Company No.1, 2, 3 and 4 with the Applicant Company No.5.
That a meeting of the Equity Shareholders of SANSAR DEALCOM PRIVATE LIMITED, being the applicant no.3 herein shall be convened and held at 7C, Kiran Shankar Roy Road, Ground floor, Kolkata-700001, on Friday, the 14th day of May, 2010 at 1.30 P.M. for the purpose of considering, and if thought fit, approving, with or without modification, the proposed Scheme of Amalgamation of the Applicant Company No.1, 2, 3 and 4 with the Applicant Company No.5.
That a meeting of the Equity Shareholders of SAHELI VANIJYA PRIVATE LIMITED, being the applicant no.4 herein shall be convened and held at 7C, Kiran Shankar Roy Road, Ground floor, Kolkata- 700001, on Friday, the 14th day of May, 2010 at 1.45 P.M. for the purpose of considering, and if thought fit, approving, with or without modification, the proposed Scheme of Amalgamation of the Applicant Company No.1, 2, 3 and 4 with the Applicant Company No.5. 4
That a meeting of the Equity Shareholders of HEAVEN TRADELINK PRIVATE LIMITED, being the applicant no.5 herein shall be convened and held at 7C, Kiran Shankar Roy Road, Ground floor, Kolkata-700001, on Friday, the 14th day of May, 2010 at 2.00 P.M. for the purpose of considering, and if thought fit, approving, with or without modification, the proposed Scheme of Amalgamation of the Applicant Company No.1, 2, 3 and 4 with the Applicant Company No.5.
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 Office of the Applicant Companies or at the office of their Advocates M/s. Mukherjee Agarwalla & Co., Advocates, 7C, Kiran Shankar Roy Road, Ground floor, Kolkata- 700001 be inserted once each in the "The Statesman" English newspaper and in "Dainik Statesman" Bengali newspaper. The publication in the Calcutta Gazette is dispensed with. 5
That in addition, at least 21 (twenty one) 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 by Prepaid Post under Certificate of Posting or by hand through personal messenger addressed to each of the Equity Shareholders in the Applicant Companies at their respective or last known addresses.
That the Advocate-on-Record for the Applicant Companies do within 3 days (after obtaining an authenticated copy of this order) file in Court the form of the notices and the statement to accompany the notice and the same shall be settled by the Assistant Registrar (Company) of this Court.
That Ms. Madhabi Neogi, Advocate, failing which Ms. Nandita Paul, Advocate shall be the Chairperson for the said meeting of the Equity Shareholders of the Applicant No.1 to be held as aforesaid at a remuneration of 400 GM.
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That Ms. Nandita Paul, Advocate failing which Mr. Asok Biswas, Advocate shall be the Chairperson for the said meeting of the Equity Shareholders of the applicant No.2 to be held as aforesaid at a remuneration of 400 GM.
That Mr. Asok Biswas, Advocate failing which Mr. Vidhu Bansal Agarwal, Advocate shall be the Chairperson for the said meeting of the Equity Shareholders of the applicant No.3 to be held as aforesaid at a remuneration of 400 GM.
That Mr. Vidhu Bansal Agarwal, Advocate failing which Mr. Sanjib Sekhareswar Roy, Advocate shall be the Chairperson for the said meeting of the Equity Shareholders of the applicant No.4 to be held as aforesaid at a remuneration of 400 GM.
That Mr. Sanjib Sekhareswar Roy, Advocate failing which Ms. Madhabi Neogi, Advocate shall be the Chairperson for the said meeting of the Equity Shareholders of the applicant No.5 to be held as aforesaid at a remuneration of 400 GM.
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That any of the Chairpersons appointed for the said meetings or any person authorised by them do issue and send out the notice of the said meetings referred to above.
That the quorum for the respective meeting of the Equity Shareholders of the Applicant Company nos. 1 to 4 shall be fixed at 4 (four) persons and the Equity Shareholders of the Applicant Company No.5 shall be fixed at 2 (two) persons present either in person or in 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, if filed with the respective Applicant Companies at their Registered Office not later than forty eight hours before the meetings. Any one of the Chairpersons shall have the power to adjourn the meeting, if necessary.
That the value of each member shall be in accordance with the respective books of the concerned Applicant Companies and where entries in the books are disputed, the Chairperson concerned shall determine the value for the purpose of the meeting. 8
That the Chairpersons do report to this Court the results of the said meetings within three weeks from the date of the conclusion of the respective meetings and their respective report shall be verified by their respective affidavits.
Summons be signed as of date. C.A. No. 231 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. ) sg.