Calcutta High Court
Susruta Clinic & Research Institute vs Advanced Medicare & Research Institute ... on 12 November, 2008
Author: Maharaj Sinha
Bench: Maharaj Sinha
Order Sheet
CP No. 613 of 2008
IN THE HIGH COURT AT CALCUTTA
ORIGINAL SIDE
IN THE MATTER OF:
SUSRUTA CLINIC & RESEARCH INSTITUTE
FOR ADVANCED MEDICINE LIMITED
-AND-
ADVANCED MEDICARE & RESEARCH INSTITUTE LIMITED
Appearance:
Mr. Rajesh Singh, Adv.
BEFORE:
The Hon'ble JUSTICE MAHARAJ SINHA
Date: 12 November 2008.
After hearing the learned advocate appearing on behalf of the applicants, the following order is made.
A meeting of the shareholders of Advanced Medicare & Research Instituted Limited (hereinafter referred to as the "Transferor Company") shall be convened and held at 19, Kiran Shankar Roy Road, 1st Floor, Calcutta - 700 001 on 18 December 2008 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 Advanced Medicare & Research Institute Limited with Susruta Clinic & Research Institute for Advanced Medicine Limited (hereinafter referred to as the "Transferee Company").
At least 21 days before the date for 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 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 2 of Advanced Medicare & Research Institute Limited at their respective last known addresses.
At least 21 days before the date of the meeting to be held as aforesaid an advertisement convening the said meeting 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 registered office of the Transferor Company or at the office of its advocate Mr. Rajesh Singh of 10, Kiran Shankar Roy Road, 1st Floor, Kolkata - 700 001 be inserted once in 'The Statesman' and once in 'Dainik Statesman' in Calcutta. The publication in the Calcutta Gazette is dispensed with.
The advocate on record for the applicant companies shall within seven 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. K. L. Jadav, Advocate of 6, K.S.Roy Road, Ground Floor, Calcutta, and failing which Mr. Naru Narayan Ganguly, Advocate, Bar Association, Room No. 10, High Court at Calcutta shall be the Chairperson of the meeting of the shareholders of the Transferor Company to be held at the aforesaid address at a remuneration of 400 Gms.
Such Chairperson or any persons authorised by him will issue and send out the notice of the meeting referred as above.
The quorum for the meeting of the shareholders of the Transferor Company be fixed at 2(two) persons present either in person or by proxy. 3
Voting by proxy be permitted, provided that a proxy in the prescribed from only signed by the person(s) entitled to attend and to vote at the meeting is filed with the Transferor Company at its registered office not later than forty-eight hours before the said meeting. The Chairman/Chairperson shall have the power to adjourn the meeting, 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.
The Chairperson will report to this Court the result of the said meeting within seven weeks from the date of the meeting and his report shall be verified by his affidavit.
The holding and convening of meeting of the shareholders of the applicant company no.1 be dispensed with since all the shareholders of the said applicant company have given their consent to have the said Scheme of Amalgamation approved. Accordingly, all formalities applicable to the applicant company no.1 are dispensed with.
The application is disposed of as above.
The Chairperson and all concerned are to act on a xeroxed signed copy of this order on the usual undertakings.
(MAHARAJ SINHA, J.) S.Kumar