Calcutta High Court
Mahesh Media Services Private vs Unknown on 19 September, 2016
Author: Soumen Sen
Bench: Soumen Sen
ORDER SHEET
CA No.694 of 2016
IN THE HIGH COURT AT CALCUTTA
Original Jurisdiction
ORIGINAL SIDE
IN THE MATTER OF :
MAHESH MEDIA SERVICES PRIVATE
LIMITED & ORS.
BEFORE:
The Hon'ble JUSTICE SOUMEN SEN
Date : 19th September, 2016.
Appearance:
Mr. Nirmalya Dasgupta, Mr. Dibanath Dey Advocates for the applicants.
The Court : A meeting of the equity shareholders of Kuber Trexim Private Limited, being the applicant no.7 abovenamed (hereinafter referred to as "the Transferee Company") shall be convened on 7th November, 2016 at 1 p.m. for the purpose of considering and if thought fit, approving with or without modification, a Scheme of Amalgamation of Mahesh Media Services Private Limited, being the applicant company no.1, Priority Commotrade Private Limited, being the applicant company no.2, Sidhant Vinimay Private Limited being the applicant company no.3, Mateshwari Investment Advisory Private Limited being the applicant company no.4, Tirupati Commodeal Private Limited being the applicant company no.5, Ancient Vincom Private Limited being the applicant company no.6 (hereinafter referred to as "the Transferor Companies"), with Kuber Trexim Private Limited, being the applicant no.7.
A separate meeting of the equity shareholders of the Mahesh Media Services Private Limited, being the applicant company no.1 (hereinafter referred to as "the Transferor Company") shall be convened and held on the same day at the same 2 venue at 1.30 p.m. for the purpose of considering and if thought fit, approving with or without modification, a Scheme of Amalgamation.
A separate meeting of the equity shareholders of the Priority Commotrade Private Limited, being the applicant company no.2 (hereinafter referred to as "the Transferor Company") shall be convened and held on the same day at the same venue at 2.00 p.m. for the purpose of considering and if thought fit, approving with or without modification, a Scheme of Amalgamation.
A separate meeting of the equity shareholders of the Sidhant Vinimay Private Limited, being the applicant company no.3 (hereinafter referred to as "the Transferor Company") shall be convened and held on the same day at the same venue at 2.30 p.m. for the purpose of considering and if thought fit, approving with or without modification, a Scheme of Amalgamation.
A separate meeting of the equity shareholders of the Mateshwari Investment Advisory Private Limited, being the applicant company no.4 (hereinafter referred to as "the Transferor Company") shall be convened and held on the same day at the same venue at 3.00 p.m. for the purpose of considering and if thought fit, approving with or without modification, a Scheme of Amalgamation. A separate meeting of the equity shareholders of the Tirupati Commodeal Private Limited, being the applicant company no.5 (hereinafter referred to as "the Transferor Company") shall be convened and held on the same day at the same venue at 3.30 p.m. for the purpose of considering and if thought fit, approving with or without modification, a Scheme of Amalgamation.3
A separate meeting of the equity shareholders of the Ancient Vincom Private Limited, being the applicant company no.6 (hereinafter referred to as "the Transferor Company") shall be convened and held on the same day at the same venue at 4.00 p.m. for the purpose of considering and if thought fit, approving with or without modification, a Scheme of Amalgamation.
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 by post, by courier and/or hand delivery to each of the equity shareholders of the applicant company concerned at their respective last known addresses.
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 applicant companies or at the office of advocates representing the applicant companies, shall be inserted and published once in "Business Standard" and once in "Aajkal". Publication of the notice of the meetings in the Calcutta Gazette, however, is dispensed with. Advocates for the applicant companies shall 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.4
Ms. Riya Sinha, Advocate, failing which Ms. Pooja Shukla, Advocate, shall be the Chairperson of the meeting of the equity shareholders of the transferee company to be held as aforesaid at a remuneration of 1000 GMs, for such meeting. Mr. Suvadeep Sen, Advocate, failing which Miss. Ankita Upadhyay Advocate, shall be the Chairperson of the meeting of the equity shareholders of the applicant company No. 1 to be held as aforesaid at a remuneration of 1000 GMs, for such meeting.
Miss Aradhika Ghosh Mondal, Advocate, failing which Ms. Ashima Roy Chowdhury, Advocate, shall be the Chairperson of the meeting of the equity shareholders of the applicant company No. 2 to be held as aforesaid at a remuneration of 1000 GMs, for such meeting.
Miss. Tripti Mukherjee, Advocate, failing which Miss Sonal shah, Advocate, shall be the Chairperson of the meeting of the equity shareholders of the applicant company No. 3 to be held as aforesaid at a remuneration of 1000 GMs, for such meeting. Mr. Amitava Raha, Advocate, failing which Ms. Ashima Roy Chowdhury, Advocate, shall be the Chairperson of the meeting of the equity shareholders of the applicant company No. 4 to be held as aforesaid at a remuneration of 1000 GMs, for such meeting.
Mr. Ayan Chakraborty, Advocate, failing which Ms. Aditi Bajaj Advocate, shall be the Chairperson of the meeting of the equity shareholders of the applicant company No. 5 to be held as aforesaid at a remuneration of 1000 GMs, for such meeting. 5 Miss. Somoshree Saha, Advocate, failing which Miss. Mousumi Bhattacharya, Advocate, shall be the Chairperson of the meeting of the equity shareholders of the applicant company No. 6 to be held as aforesaid at a remuneration of 1000 GMs, for such meeting.
The quorum for the said meetings of the equity shareholders for the transferee company and the transferor company shall be 2(two) persons respectively either personally or by proxy. 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 meetings, is filed with the applicant companies at their respective registered office not later than forty eight hours before the meetings. The Chairpersons shall have the power to adjourn the meetings, if necessary.
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 the meetings. The Chairpersons shall report to this Court the results of the said two meetings within two weeks from the date of the conclusion of such meetings and their reports shall be verified by their respective affidavits. Let the Summons be signed as of date.
C. A. No. 694 of 2016 is accordingly disposed of.
Urgent photostat certified copy of this order, if applied for, be supplied to the parties subject to compliance of all requisite formalities.
(SOUMEN SEN, J.) pa