Calcutta High Court
Winsome Network Private Limited & Ors vs Unknown on 11 February, 2014
Author: Patherya
Bench: Patherya
COMPANY APPLICATION NO.72 OF 2014
IN THE HIGH COURT AT CALCUTTA
ORIGINAL JURISDICTION
In the Matter of :
WINSOME NETWORK PRIVATE LIMITED & ORS..
BEFORE :
The Hon'ble JUSTICE PATHERYA
Date : 11th February, 2014.
Appearance :
Ms. Manju Bhuteria, Mr. B. M. Sharma, Ms. S. Choudhury, Mr. Aasish Choudhury, Advocates The Court : A meeting of the Equity Shareholders of Winsome Network Private Limited, being Applicant Company No.1 abovenamed (hereinafter referred to as the "Transferor Company No.1") shall be convened and held at Temple Chambers, 6, Old Post Office Street, 1st Floor, Room No.66, Kolkata-700 001 on Friday the 21st day of March, 2014 at 4.30 p. m. for the purpose of considering, and if thought fit, approving with or without modification, the proposed Scheme of Amalgamation.
A meeting of the Equity Shareholders of ESTC Private Limited, being Applicant Company No.2 abovenamed (hereinafter referred to as the "Transferor Company No.2") shall be convened and held at Temple Chambers, 6, Old Post Office Street, 1st Floor, Room No.66, Kolkata-700 001 on Friday the 21st day of March, 2014 at 4.45 p. m. for the purpose of considering and if thought fit, approving, with or without modification, the proposed Scheme of Amalgamation.
A meeting of the Equity Shareholders of RSI Private Limited (hereinafter referred to as the Transferee Company ) shall be convened and held at Temple Chambers, 6, Old Post Office Street, 1st Floor, Room No.66, Kolkata-700 001 on Friday the 21st day of March, 2014 at 5.00 p. m. for the purpose of considering and if thought fit, approving, with or without modification, the proposed Scheme of Amalgamation of the Transferor Companies with the Transferee Company.
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 be inserted once each in "The Financial Express" English Newspaper and "Pratidin" Bengali newspaper in Kolkata. 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 be sent by hand through personal messenger addressed to each of the said Equity Shareholders of the Applicant Companies at their respective or last known addresses.
Advocates-on-Record for the Applicant Companies do within 5 days (after obtaining an authenticated copy of this order) file in Court the form of the notice, advertisement and the statement to accompany the notice and the same shall be settled by the Assistant Registrar (Company) of this Court.
Ms. Aiman Abdullah, Advocate, and failing which Ms.Kriti Karnani Advocate, shall be the Chairperson of the said meeting of the Equity Shareholders of Transferor Company No.1 to be held as aforesaid at a remuneration of 300 GMs.
Ms.Kriti Karnani, Advocate, and failing which Ms. Aiman Abdullah Advocate, shall be the Chairperson of the said meeting of the Equity Shareholders of the Transferor Company No.2 to be held as aforesaid at a remuneration of 300 GMs.
Mr. Sandip Chatterjee, Advocate, and failing which Ms. Darshana Sett, Advocate, shall be the Chairperson of the said meeting of the Equity Shareholders of the Transferee Company to be held as aforesaid at a remuneration of 300 GMs.
The Chairpersons appointed for the said meetings or any person authorised by him/her do issue and send out the notice of the said meetings referred of above.
The quorum for each of the said meetings of the Equity Shareholders of the Applicant Companies shall be 2 (two) persons present either 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(s) is filed with the Applicant Companies at their respective registered office not later than forty eight hours before the said meeting(s). The Chairpersons shall have the power to adjourn the meeting(s), if necessary.
The value of each member shall be in accordance with the books of the company and, where entries in the books are disputed, the Chairperson shall determine such value for the purpose of the meeting.
The Chairpersons do report to this Court the results of the said meetings within four weeks from the date of conclusion of the said meetings and his/her report shall be verified by their respective affidavits.
Summons be signed as of date. C. A. No.72 of 2014 is disposed of. Chairpersons and all parties to act on a photostat signed copy of this order on the usual undertakings.
( PATHERYA, J. ) pa