Calcutta High Court
Vedansh Commodities Private Limited & ... vs Unknown on 7 February, 2011
Author: I. P. Mukerji
Bench: I.P. Mukerji
Company Application No. 117 Of 2011
In the High Court at Calcutta
Original Jurisdiction
In the matter of:
Vedansh Commodities Private Limited & Others.
BEFORE:
THE HON'BLE JUSTICE I.P. MUKERJI
February 7, 2011 Mr. D. Agarwal...appears.
THE COURT: A meeting of the Equity Shareholders of Vedansh Commodities Private Limited (hereinafter referred to as the "VCPL ") shall be convened and held at 10, Old Post Office Street, First Floor, Room No.45, Kolkata 700001, on the 18th day of March, 2011 at 3.30 P.M. for the purpose of considering, and if thought fit, approving, with or without modification, the proposed Scheme of Amalgamation of the Applicant Company Nos. 1 to 4 with the Applicant Company No.5.
A meeting of the Equity Shareholders of Divyansh Commodities Private Limited (hereinafter referred to as the " DCPL ") shall be convened and held at 10, Old Post Office Street, First Floor, Room No.45, Kolkata 700001, on the 18th day of March , 2011 at 3.45 P.M. for the purpose of considering, and if thought fit, approving, with or without modification, the proposed Scheme of Amalgamation of the Applicant Company Nos. 1 to 4 with the Applicant Company No.5. 2
A meeting of the Equity Shareholders of Accurate Vinimay Private Limited (hereinafter referred to as the " AVPL ") shall be convened and held at 10, Old Post Office Street, First Floor, Room No.45, Kolkata 700001, on the 18th day of March, 2011 at 4.00 P.M. for the purpose of considering, and if thought fit, approving, with or without modification, the proposed Scheme of Amalgamation of the Applicant Company Nos. 1 to 4 with the Applicant Company No.5.
A meeting of the Equity Shareholders of Shesmani Properties Private Limited (hereinafter referred to as the " SPPL ") shall be convened and held at 10, Old Post Office Street, First Floor, Room No.45, Kolkata 700001, on the 18th day of March , 2011 at 4.15 P.M. for the purpose of considering, and if thought fit, approving, with or without modification, the proposed Scheme of Amalgamation of the Applicant Company Nos. 1 to 4 with the Applicant Company No.5.
A meeting of the Equity Shareholders of Lakshmiraman Investment & Finance Limited (hereinafter referred to as the " SPPL ") shall be convened and held at 10, Old Post Office Street, First Floor, Room No.45, Kolkata 700001, on the 18th day of March , 2011 at 4.15 P.M. for the purpose of considering, and if thought fit, approving, with or without modification, the proposed Scheme of Amalgamation of the Applicant Company Nos. 1 to 4 with the Applicant Company No.5.
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 Amalgamation 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 Companies or at the office of their 3 Advocate Misra & Company, 10, Old Post Office Street, (1st Floor) Kolkata 700 001 be inserted once each in the "Pratidin" and in "Financial Express". The publication in the Calcutta Gazette is dispensed with.
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 by Prepaid Post under Certificate of Posting or by hand through Personal Messenger addressed to each of the Equity Shareholders in the Applicant Companies at their respective or last known addresses.
The Advocate-on-Record for the Applicant Companies do within 7 days (after obtaining the signed copy of the minutes of the order) file in Court 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.
Ms. Piyali Chatterjee, advocate, Bar Association failing her Mr. Sanjoy Kr. Ghosh, advocate, 12, Old Post Office Street, Kolkata-700 001 shall be the Chairperson of the said meeting of the Equity Shareholders of the Applicant Company No. 1 to be held as aforesaid at a remuneration 600 G.Ms. Mr. Dev P. Ganguly, advocate, De & Bose, 8/2, K.S. Roy Road, Kolkata-700 001 failing him Mr. Rupchand Chakraborty, advocate, Bar Association shall be the Chairperson of the said meeting of the Equity Shareholders of the Applicant Company No. 2 to be held as aforesaid at a remuneration 600 G.Ms. Mr. Rupchand Chakraborty, advocate, Bar Association failing him Mr. Dev P. Ganguly, advocate, De & Bose, 8/2, K.S. Roy Road, Kolkata-700 001 shall be 4 the Chairperson of the said meeting of the Equity Shareholders of the Applicant Company No. 3 to be held as aforesaid at a remuneration 600 G.Ms. Mr. Dhananjoy Mukherjee, C/o, K.K. Bera, 7, Old Post Office Street, Room No.14, advocate failing him Mr. Sanjoy Kr. Ghosh, advocate, 12, Old Post Office Street, Kolkata-700 001 shall be the Chairperson of the said meeting of the Equity Shareholders of the Applicant Company No. 4 to be held as aforesaid at a remuneration 600 G.Ms. Mr. Sanjoy Kr. Ghosh, advocate, 12, Old Post Office Street, Kolkata-700 001 failing him Mr. Dhananjoy Mukherjee, advocate, C/o, K.K. Bera, 7, Old Post Office Street, Room No.14 shall be the Chairperson of the said meeting of the Equity Shareholders of the Applicant Company No. 5 to be held as aforesaid at a remuneration 600 G.Ms. Any one of the Chairperson appointed for the said meetings or any person authorised by them or any one of them do issue and send out the notice of the said meetings referred to above.
The quorum for the respective meetings of the Equity Shareholders of the transferor company and the transferee Company be fixed at 2 (two) persons each present in person 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 meeting, is filed with the respective Applicant Companies at their Registered Office not later than forty eight hours before the meetings. Any one of the Chairperson shall have the power to adjourn the meeting, if necessary.
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Value of each member shall be in accordance with the respective books of the respective Applicant Companies and where entries in the books are disputed, the Chairperson shall determine the value for the purpose of the meeting.
The respective Chairperson do report to this Court the results of the said meetings within seven weeks from the date of the conclusion of the respective meetings and their respective report shall be verified by their respective affidavits.
All parties concerned are to act on a signed photocopy of this order upon usual undertakings.
[I.P. MUKERJI, J.] pkd.