Calcutta High Court
The Companies Act vs Unknown on 11 November, 2010
Author: Indira Banerjee
Bench: Indira Banerjee
Company Application No. 840 of 2010
In the High Court of Calcutta
Original Jurisdiction
In the matter of:
The Companies Act, 1956
And
In the matter of:
An Application under Section 391(1) and 393 of
the said Act;
And
In the matter of:
1.Apical Diagnostics Private Limited, a company incorporated under the Company Act, 1956 and having its registered office at 1219, Survey Park, Santoshpur, Kolkata - 700075, within the aforesaid jurisdiction;
2. Apex Hospitex And Neuroscience Limited, a company incorporated under the Companies Act, 1956 and having its registered office at Martin Burn House, 152, Lake East, 6th Road, Santoshpur, Kolkata - 700075, within the aforesaid jurisdiction;
And In the matter of:
1. Apical Diagnostics Private Limited
2. Apex Hospitex And Neuroscience Limited Applicants BEFORE THE HON'BLE JUSTICE INDIRA BANERJEE 2 DATE: 11th November, 2010.
MS. M. BHUTERIA, ADVOCATE APPEARS THE COURT: A meeting of the Equity Shareholders of Apical Diagnostics Private Limited being the applicant No.1 herein shall be convened and held at 1219 Survey Park, Santoshpur, Kolkata -700 075, on Saturday, the 18th day of December, 2010 at 11.00 A.M. for the purpose of considering, and if thought fit, approving, with or without modification, the proposed Scheme of Amalgamation of the Applicant Company No.1 with the applicant No.2.
A meeting of the Equity Shareholders of Apex Hospitex And Neuroscience Limited being the applicant No.2 herein shall be convened and held at 1219, Survey Park, Santoshpur, Kolkata - 700075, on Saturday, the 18th day of December, 2010 at 12.30 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 No.1 with the applicant No.2.
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 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 Advocates B.D. Associates 6, Old Post Office Street, Top Floor, 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.
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 3 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 and Preference shareholders in the applicant company No.2 at their respective or last known addresses.
That the Advocate-on-Record for the Applicant Companies do within 3 days (after obtaining an authenticated copy of this 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.
Mr. Angshuman Chakraborty, Advocate failing him Mr. Biswabrata Basu Mallick, Advocate shall be the Chairperson for the said meeting of the Equity Shareholders of the Applicant No.1 to be held as aforesaid at a remuneration of 300 G.M. Mr. Biswabrata Basu Mallick, Advocate failing him Mr. Angshuman Chakraborty, Advocate shall be the Chairperson for the said meeting of the Equity Shareholders of the Applicant No.2 to be held as aforesaid at a remuneration of 300 G.M. Any one of the Chairpersons appointed for the said meetings or any person authorized by them do issue and send out the notice of the said meetings referred to above.
The quorum for the meeting of the Equity Shareholders of the Applicant Company No.1 may be fixed at 2 (two) persons each present either in person or in proxy and quorum for the meeting of the Equity Shareholders of the Applicant Company No.2 may be fixed at 5 (five) persons each present either in person or in proxy 4 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 Applicant Company at their Registered Office not later than forty eight hours before the meetings. Any one of the Chairpersons shall have the power to adjourn the meeting, if necessary.
The value of each member shall be in accordance with the respective books of the concerned Applicant Company Nos.1 and 2 and where entries in the books are disputed, the Chairperson concerned shall determine the value for the purpose of the meeting.
The Chairpersons do report to this Court the results of the said meetings within three weeks from the date of the conclusion of the respective meetings and their respective report shall be verified by their respective affidavits.
Summons be signed as of date C.A. No. 840 of 2010 is disposed of.
All parties concerned are to act on a signed photo copy of this order upon the usual undertakings.