Calcutta High Court
300/2013 on 16 September, 2013
Author: Harish Tandon
Bench: Harish Tandon
ORDER SHEET
C.A. 300 of 2013
IN THE HIGH COURT AT CALCUTTA
ORIGINAL JURISDICTION
ORIGINAL SIDE
RE: TARSONS PRODUTS PVT. LTD. & ANR.
BEFORE:
The Hon'ble JUSTICE HARISH TANDON
Date: 16th September, 2013.
Appearance:
Mr. Rajesh Singh, Adv.
Ms. Mamta Bargab, Adv.
The Court : The Central Government says that there are several unsecured creditors of the transferor and transferee company and the separate meeting of the shareholders as well as the creditors is required to be convened.
That a meeting of the Shareholders of Tarsons Products Private Limited shall be convened and held at 10, Kiran Shankar Roy Road, 1st Floor, Kolkata- 700001 on the 7th day of November, 2013 at 4.30 p. m. for the purpose of considering and if thought fit approving with or without modification, the Scheme of Amalgamation proposed between G. R. Packsys Private Limited (hereinafter referred to as the Transferor Company) with Tarsons Products Private Limited (hereinafter referred to as the "Transferee Company").
That a meeting of the Creditors of Tarsons Products Private Limited shall be convened and held at 10, Kiran Shankar Roy Road, 1st Floor, Kolkata-700001 on the 7th day of November, 2013 at 5.30 p. m. for the purpose of considering 2 and if thought fit approving with or without modification, the Scheme of Amalgamation.
That a meeting of the Shareholders and Creditors of G. R. Packsys Private Limited shall be convened and held at 10, Kiran Shankar Roy Road, 1st Floor, Kolkata-700001 on the 8th day of November, 2013 at 5.00 p. m. for the purpose of considering and if thought fit approving with or without modification, the Scheme of Amalgamation.
That a meeting of the Shareholders and Creditors of G. R. Packsys Private Limited shall be convened and held at 10, Kiran Shankar Roy Road, 1st Floor, Kolkata-700001 on the 8th day of November, 2013 at 5.30 p. m. for the purpose of considering and if thought fit approving with or without modification, the Scheme of Amalgamation.
That at least 21 days before the day appointed for the meeting 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 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 Speed Post or by Courier by hand through Personal Messenger addressed to each of the Shareholders and Creditors of both the applicant companies at their respective last known addresses.
That 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 3 of proxy can be obtained free of charge at the registered office of the applicant companies or at the office of their Advocate Mr. Rajesh Singh of 10, Kiran Shankar Roy Road, 1st Floor, Calcutta-700001 be inserted once in Business Standard and Dainik Statesman in Calcutta. The publication in the Calcutta Gazette is dispensed with.
That Advocate-on-Record for the Applicant Companies do within 7 days (after obtaining an authenticated copy of this order) file in Court the form of advertisement, 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 Mr. Suman Dutta, Advocate, Bar Library Club and failing which Ms. Yogita Gaurisaria, Advocate, Bar Association Room No.12, shall be the Chairperson of the meeting of the Shareholders and creditors of Tarsons Products Private Limited to be held at aforesaid at a remuneration of 600 GMs.
That Ms. Yogita Gaurisaria, Advocate, Bar Association Room No.12 and failing which Mr. Suman Dutta, Advocate, Bar Library Club, shall be the Chairperson of the meeting of the Shareholders and creditors of G. R. Packsys Private Limited to be held at aforesaid at a remuneration of 800 GMs.
That the Chairpersons or any person(s) authorised by them do issue the advertisement and send out the notice of the meetings referred of above.
The quorum for the meeting of the Shareholders as well as the creditors of the Transferee Company and the Transferor Company be fixed at 2 (two) persons present either in person or by proxy.4
That voting by proxy be permitted, provided that a proxy in the prescribed form only signed by the person(s) entitled to attend and to vote at the meeting, is filed with applicant companies at their respective registered offices not later than forty-eight hours before the said meeting(s). The Chairpersons shall have the power to adjourn the meeting(s), if necessary.
That the value of each member or creditor shall be in accordance with the respective books of applicant companies and where entries in the books are disputed, the Chairperson shall determine such value for the purposes of the meeting(s).
That the Chairpersons do report to this Court, the results of the said meetings within seven weeks from the date of the conclusion of the meeting and his report shall be verified by their respective affidavits.
Summons be signed as of date. C. A. No. 300 of 2013 is accordingly disposed of without any order as to costs.
Urgent certified photocopies of this order, if applied for, be given to the parties subject to compliance with all requisite formalities.
(HARISH TANDON, J.) sg2