Calcutta High Court
398/2013 on 30 August, 2013
Author: Harish Tandon
Bench: Harish Tandon
CA No. 398 of 2013 IN THE HIGH COURT AT CALCUTTA ORIGINAL JURISDICTION Re: Gupta Polytubes Pvt. Ltd. & Anr.
Before:
The Hon'ble Justice Harish Tandon Date: 30th August 2013 Appearance:
Mr. Rajesh Singh, Advocate The Court: A meeting of the shareholders of Gupta Polytubes Private Limited shall be convened and held at 10, Kiran Shankar Roy Road, First Floor, Kolkata - 700001 on 3rd October 2013 at 4.00 pm for the purpose of considering and if thought fit approving with or without modification, the scheme of amalgamation proposed of Bahula Recourses Limited (hereinafter referred to as the 'transferor company') with Gupta Polytubes Private Limited (hereinafter referred to as the 'transferee company').
A meeting of the shareholders of Bahula Resources Limited shall be convened and held at 10, Kiran Shankar Roy Road, First Floor, Kolkata - 700001 on 3rd October 2013 at 4.30 pm for the purpose of considering and if thought fit approving with or without modification, the scheme of amalgamation.
At lease 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 2 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 prescribed form of proxy be served by speed post or by courier by hand through personal messenger addressed to each of the shareholders of all the applicant companies at their respective last known addresses.
At least 21 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 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, First Floor, Kolkata - 700001 be inserted once in 'Business Standard' and once in 'Dainik Statesman' in Kolkata. The publication in the Calcutta Gazette is dispensed with.
The 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, and 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.3
Ms. Shreya Choudhary, Advocate of Bar Association, Room No. 16 and failing which Mr. Sachchindanand Pandey, Advocate of Incorporated Law Society shall be the Chairperson of the meeting of the shareholders of Gupta Polytubes Private Limited to be held at the aforesaid at a remuneration of 1000 Gms.
Mr. Schchindanand Pandey, Advocate of Incorporated Law Society and failing which Ms. Shreya Choudhary, Advocate of Bar Association, Room No. 16 shall be the Chairperson of the meeting of the shareholders of Bahula Resources Limited to be held at aforesaid at a remuneration of 1000 Gms.
The Chairpersons or any person(s) authorised by them do issue the advertisement and send out the notice of the meetings referred to above.
The quorum for the meeting of the shareholders of the transferee company be fixed at two persons and of the transferor company be fixed at five persons present either in person or by proxy.
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 48 hours before the said meetings. The Chairpersons shall have the power to adjourn the meetings, if necessary.
The value of each member shall be in accordance with the respective books of applicant companies and where entries in the books are disputed, 4 the Chairpersons shall determine such value for the purposes of the meetings.
The Chairpersons do report to this Court, the results of the said meetings within seven weeks from the date of conclusion of the meetings and his report shall be verified by their respective affidavits.
Summons be signed as of date.
CA No. 398 of 2013 is accordingly disposed of without any order as to costs.
(Harish Tandon, J.) R. Bose AR(CR)