Calcutta High Court
Godavari Vincom Pvt. Ltd vs Penguin Advisors Pvt. Ltd on 1 February, 2011
Author: I. P. Mukerji
Bench: I. P. Mukerji
CA No. 115 of 2011
IN THE HIGH COURT AT CALCUTTA
Original Jurisdiction
IN THE MATTER OF :-
GODAVARI VINCOM PVT. LTD.
AND
PENGUIN ADVISORS PVT. LTD.
BEFORE:
The Hon'ble JUSTICE I. P. MUKERJI
Date : 1st February, 2011.
Mr.A. Mishra, Adv., for the applicant.
The Court :- A meeting of the holders of Equity Shares in Godavari Vincom Private Company Limited (hereinafter referred to as the "Transferee Company') shall be convened and held in the office of Mr. N. K. Patni, Advocate at No. 6, Old Post Office Street, Room No. 110, Kolkata - 700 001 on Monday the 7th day of March, 2011 at 1.00 p.m. for the purposes of considering and if thought fit approving with or without modification, the proposed Scheme of Amalgamation of Penguine Advisors Private Limited with the Transferee Company abovenamed.
2
A meeting of the holders of Equity Shares in Penguin Advisors Private Limited shall be convened and held in the office of Mr. N. K. Patni, Advocate at No. 6, Old Post Office Street, Room No. 110, Kolkata - 700001 on Monday the 7th day of March, 2011 at 1.30 p.m. for the purposes of considering and if thought fit approving with or without modification, the proposed Scheme of Amalgamation of Penguin Advisors Private Limited with the Transferee Company abovenamed.
At least 21 days before the meetings to be held as aforesaid, a notice convening the said respective meetings at the place and times as 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 the prescribed form of proxy be served by Certificate of posting, addressed to each of the holders of the said equity shares in the respective applicant companies at their respective last known addresses.
A notice convening the aforesaid meetings shall be published once in "Financial Express" and once in "Pratidin" in Kolkata. The publication in the Kolkata Gazette is dispensed with.
The Advocate-on-Record for the Applicant Companies do within 7 days from this day file in Court the form of such notice and the same shall be settled by the Assistant Registrar (Company) of this Court. 3
Dr.Madhusudan Saha Roy, Advocate, Bar Association, failing which Mr.Srijib Chakraborty, Advocate shall be the Chairperson of the meeting of the Equity Shareholders of Godavari Vincom Private Limited to be held as aforesaid at remuneration of 600 Gms.
Mr.Srijib Chakraborty, Advocate, Bar Association, failing which Dr.Madhusudan Saha Roy, Advocate shall be the Chairperson of the meeting of the Equity Shareholders of Penguin Advisors Private Limited to be held as aforesaid at remuneration of 600 Gms.
Each Chairperson appointed for the aforesaid meetings or any persons authorised by the Chairperson do issue and send out the notice of the meetings referred to above.
The quorum for the meetings of the holders of the Equity Shares of each of the Transferor Company as well as of the Transferee Company shall be 2 (Two) persons respectively present either personally or by proxy.
Voting by proxy be permitted, provided that a proxy in the prescribed form duly signed by the persons entitled to attend and to vote at the meeting, is filed with the transferor company and the transferee company respectively as the case may be at their respective registered offices not later than forty eight hours before the respective 4 meetings. The respective Chairperson 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 respective companies and where entries in the books are disputed, the Chairperson shall determine such value for the purposes of the meeting.
The respective Chairpersons do report to this Court, the result of the said respective meetings within two weeks from the date of the respective meetings and their Reports shall be verified by their respective affidavits.
C. A. No. 115 of 2011 is disposed of without any order as to costs. Summons be signed as on date.
All parties are to act on a signed photocopy of this order on the usual undertakings.
(I. P. MUKERJI, J.) Sd/