Calcutta High Court
Nagreeka Foils Ltd. & Ors vs Unknown on 20 August, 2015
Author: Sanjib Banerjee
Bench: Sanjib Banerjee
OD-14
CA No.518 of 2015
IN THE HIGH COURT AT CALCUTTA
Original Jurisdiction
ORIGINAL SIDE
In the matter of:
NAGREEKA FOILS LTD. & ORS.
Appearance:
Mr. S.N. Mookherjee, Sr. Adv.
Ms. Manju Bhuteria, Adv.
Mr. Shaunak Mitra, Adv.
Miss Debjani Chatterjee, Adv.
...for the applicant.
BEFORE:
The Hon'ble JUSTICE SANJIB BANERJEE
Date : August 20, 2015.
The Court : That a meeting of the Equity Shareholders of Nagreeka Foils Limited, being the applicant company no.1 herein shall be convened and held at "Nicco House", 3rd floor, 2, Hare Street, Kolkata-700 001 on Monday, September 28, 2015 at 4.45 pm for the purpose of considering and if thought fit, approving, with or without modification, the proposed Scheme of Arrangement between Nagreeka Foils Limited, India Overseas Exports Private Limited and Nagreeka Synthetics Private Limited and their respective Shareholders.
That a meeting of the Equity Shareholders of India Overseas Exports Private Limited, being the applicant company no.2 herein shall be convened and held at "Nicco House", 3rd floor, 2, Hare Street, Kolkata-700 001 on Monday, September 28, 2015 at 5.00 pm for the purpose of considering and if thought fit, approving, 2 with or without modification, the proposed Scheme of Arrangement between Nagreeka Foils Limited, India Overseas Exports Private Limited and Nagreeka Synthetics Private Limited and their respective Shareholders.
That a meeting of the Equity Shareholders of Nagreeka Synthetics Private Limited, being the applicant company no.3 herein shall be convened and held at "Nicco House", 3rd floor, 2, Hare Street, Kolkata-700 001 on Monday, September 28, 2015 at 5.15 pm for the purpose of considering and if thought fit, approving, with or without modification, the proposed Scheme of Arrangement between Nagreeka Foils Limited, India Overseas Exports Private Limited and Nagreeka Synthetics Private Limited and their respective Shareholders.
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 Arrangement 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 company nos.1, 2 and 3 or at the office of their Advocates, Choudhury's Law Offices, "Nicco House", 3rd floor, 2, Hare Street, Kolkata-700 001 be inserted once each in the "Pratidin" Bengali newspaper and in "The Business Standard"
English newspaper. The publication in the Calcutta Gazette is dispensed with.3
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 be sent by pre-paid letter post under Registered Post with Acknowledgement Due Card or by courier or by hand through Personal Messenger addressed to each of the Equity Shareholders in the applicant company nos.1, 2 and 3 at their respective or last known address.
That 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 the 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. Rana Mukherjee, Advocate and failing him Mr. Bijit Kumar Basu, Advocate (Mobile No.9836537900) shall be the Chairperson for the said meeting of the Equity Shareholders of Nagreeka Foils Limited to be held as aforesaid at a remuneration of 2000 GM.
That Mr. Bijit Kumar Basu, Advocate (Mobile No.9836537900) and failing him Mr. Kaushik Mondal, Advocate shall be the Chairperson for the said meeting of the Equity Shareholders of India Overseas Exports Private Limited to be held as aforesaid at a remuneration of 2000 GM.
4
That Mr. Kaushik Mondal, Advocate and failing him Mr. Rana Mukherjee, Advocate shall be the Chairperson for the said meeting of the Equity Shareholders of Nagreeka Synthetics Private Limited to be held as aforesaid at a remuneration of 2000 GM.
That any one of the Chairpersons appointed for the said meetings or any person authorised by him do issue and send out the notices of the said meetings referred to above.
That the quorum for the meetings of the Equity Shareholders of Nagreeka Foils Limited, India Overseas Exports
Private Limited and Nagreeka Synthetics Private Limited may each be fixed at 5 (five) persons each 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 meetings, is filed with the respective applicant company nos.1, 2 and 3 at their Registered Office not later than forty-eight hours before the meeting. The Chairpersons shall have the power to adjourn their respective meetings, 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.
That the Chairperson do report to this Court the results of the said meetings within seven weeks from the date of the 5 conclusion of the respective meetings and his respective report shall be verified by his respective affidavits.
Let the summons be signed as on date. C.A.No.518 of 2015 is disposed of without any order as to costs.
Urgent certified website copies of this order, if applied for, be supplied to the parties subject to compliance with all requisite formalities.
(SANJIB BANERJEE, J.) A/s.