Calcutta High Court
156/2011 on 2 March, 2011
Author: I.P.Mukerji
Bench: I.P. Mukerji
Company Application No. 156 of 2011
IN THE HIGH COURT AT CALCUTTA
ORIGINAL JURISDICTION
M/s. ABHA TRADEFIN PRIVATE LIMITED
AND ORS.
... ... APPLICANTS
BEFORE:
The Hon'ble JUSTICE I.P. Mukerji
Date: 2nd March, 2011
MR.S.TIWARI, ADVOCATE APPEARS
The Court: A separate meeting of the holders of the
Equity shares in M/S. ABHA TRADEFIN PRIVATE LIMITED
(hereinafter referred to as the Transferee Company) shall
be convened and held at the office of M/s. L. P. Tiwari & Co. Advocates of 1B, Old Post Office Street, 4th Floor, Kolkata - 700 001 at 10.30 a.m. on 2nd April,2011 for the purpose of considering and if thought fit, approving with or without modification, a Scheme of Amalgamation between the Applicant Companies and their respective shareholders for the purpose of amalgamation of the Transferor Companies with the Transferee Company (the said Scheme of Amalgamation"). 2
A separate meeting of the holders of the Equity Shares in M/S. HILTON TRADELINKS PRIVATE LIMITED (hereinafter referred to as the First Transferor Company) shall by convened and held at the office of M/s. L. P. Tiwari & Co. Advocates of 1B, Old Post Office Street, 4th Floor, Kolkata - 700 001 at 11.00 a.m. on 2nd April,2011 for the purpose of considering and if thought fit, approving with or without modification, a Scheme of Amalgamation between the Applicant Companies and their respective shareholders for the purpose of amalgamation of the First Transferor Company with the Transferee Company hereinafter referred to as (the said Scheme of Amalgamation).
A separate meeting of the holders of the Equity Shares in M/S. SRIRAM TOWERS PRIVATE LIMITED (hereinafter referred to as the Second Transferor Company) shall by convened and held at the office of M/s. L. P. Tiwari & Co. Advocates of 1B, Old Post Office Street, 4th Floor, Kolkata - 700 001 at 11.30 a.m. on 2nd April,2011 for the purpose of considering and if thought fit, approving with or without modification, a Scheme of Amalgamation between the Applicant Companies and their respective shareholders for the purpose of amalgamation of the Second Transferor Company with the Transferee Company hereinafter referred to as (the said Scheme of Amalgamation). 3 A separate meeting of the holders of the Equity Shares in M/s. VISHNU GOODS & SERVICES PRIVATE LIMITED; (hereinafter referred to as the Third Transferor Company) shall by convened and held at the office of M/s. L. P. Tiwari & Co. Advocates of 1B, Old Post Office Street, 4th Floor, Kolkata - 700 001 at 12.00 p.m. on 2nd April,2011 for the purpose of considering and if thought fit, approving with or without modification, a Scheme of Amalgamation between the Applicant Companies and their respective shareholders for the purpose of amalgamation of the Third Transferor Company with the Transferee Company hereinafter referred to as (the said Scheme of Amalgamation). At least twenty-one clear days before the meetings to be held as aforesaid, a notice convening the said meetings at the place and time as aforesaid together with a copy of the said Scheme of Amalgamation, 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 under certificate of posting upon each of the holders of the said Equity shares in the Transferee company at their respective or last known addresses. In addition, at least twenty-one days before the day appointed for the meetings, an advertisement convening the same 4 and stating that copies of the said Scheme of Amalgamation and the statement required to be furnished pursuant to the section 393 of the Companies Act, 1956 and the forms of proxy can be obtained free of charge at the Registered office of the Transferee company or at the office of their Advocates, be inserted once in "Business Standard", Calcutta Edition and once in "Dainik Statement". Publication of the notice of the meetings in the Calcutta Gazette is dispensed with. That the advocates for the Transferee Company do within seven days from this day file in Court the form of the notice and the same shall be settled by the Assistant Registrar (Company) of the Court.
Ms. Tanusri Aich, Advocate, 10, Old Post Office Street, Room No.59 and failing which Ms. Indrani Chakraborty, Advocate Bar Library Club 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 600GM. for such meeting.
Ms.Indrani Chakraborty, Advocate Bar Library Club and failing which Ms.Tanusri Aich, Advocate, 10, Old Post Office Street, Room No.59 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 600GM. for such meeting. 5
Mr.Jahar Datta, Advocate, Room No.9 and failing which Mr.R.N.Bandopadhyay, Advocate, Room No.8, 1B Old Post Office Street, Kolkata-700 001 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 600GM. for such meeting.
Mr.R.N. Bandopadhyay, Advocate, Room No.8, 1B, Old Post Office Street Kolkata-700 001 and failing which Mr.Jahar Datta, Advocate, Bar Association, Room No.9 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 600GM. for such meeting.
The Notice shall be despatched under the personal supervision of one of the Directors of the Transferee Company who shall prove such despatch by filing an affidavit of service.
The quorum for each of the said meetings shall be two either personally 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 Transferee Company 6 at their respective registered office not later than forty eight hours before the meetings. The Chairpersons shall have the power to adjourn the meeting, if necessary.
The value of each share shall be in accordance with the books of the Applicant Companies and where entries in the books are disputed, the respective chairpersons shall determine the value for the purpose of meetings.
The Chairpersons do report to this Court the results of the said meetings within two weeks from the date of the conclusion of the meetings and their reports shall be verified by their respective affidavits.
Let the summons be signed as of date. C.A.no.156 of 2011 is disposed of.
Urgent certified photocopies of this order, if applied for, be issued to the parties subject to compliance of all requisite formalities.
(I.P.MUKERJI,J.) sb.
A.R(C.R.)