Calcutta High Court
The Companies Act vs Unknown on 21 May, 2010
Author: Indira Banerjee
Bench: Indira Banerjee
COMPANY APPLICATION NO. 389 OF 2010
IN THE HIGH COURT AT CALCUTTA
ORIGINAL JURISDICTION
In the matter of:
The Companies Act, 1956;
- And -
In the matter of:
An application under sections
391(1) and 393 of the said Act;
- And -
In the matter of:
STEPAN COMMOTRADE PRIVATE
LIMITED, a Company incorporated
under the provisions of the
Companies Act, 1956 having its
Registered Office at 71, B. R. B.
Basu Road, 5th Floor, Room No.C-
545, Kolkata-700001 within the
aforesaid jurisdiction;
- And -
In the matter of:
2
DIVINE BARTER PRIVATE
LIMITED, a Company incorporated
under the provisions of the
Companies Act, 1956 having its
Registered Office at 71, B. R. B.
Basu Road, 5th Floor, Room No.C-
545, Kolkata-700001 within the
aforesaid jurisdiction;
- And -
In the matter of:
MAA KAMLESHWARI CHEMICALS
LIMITED, a Company incorporated
under the provisions of the
Companies Act, 1956 having its
Registered Office at 71, B. R. B.
Basu Road, 5th Floor, Room No.C-
545, Kolkata-700001 within the
aforesaid jurisdiction;
- And -
In the matter of:
BAGHBAAN SUPPLY PRIVATE
LIMITED, a Company incorporated
under the provisions of the
3
Companies Act, 1956 having its
Registered Office at 71, B. R. B.
Basu Road, 5th Floor, Room No.C-
545, Kolkata-700001 within the
aforesaid jurisdiction;
- And -
In the matter of:
KANHA METALIKS LIMITED, a
Company incorporated under the
provisions of the Companies Act,
1956 having its Registered Office at
71, B. R. B. Basu Road, 5th Floor,
Room No.C-545, Kolkata-700001
within the aforesaid jurisdiction;
- And -
In the matter of:
BHOOTNATH COMMERCIAL
PRIVATE LIMITED, a Company
incorporated under the provisions
of the Companies Act, 1956 having
its Registered Office at 2A,
Debanjali Apartment,
4
Raghunathpur, Kolkata-700059
within the aforesaid jurisdiction;
- And -
In the matter of:
ULTIMATE VYAPAAR PRIVATE
LIMITED, a Company incorporated
under the provisions of the
Companies Act, 1956 having its
Registered Office at 2A, Debanjali
Apartment, Raghunathpur,
Kolkata-700059 within the
aforesaid jurisdiction;
- And -
In the matter of:
MAYANK ADVISORS PRIVATE
LIMITED, a Company incorporated
under the provisions of the
Companies Act, 1956 having its
Registered Office at 62, Nalini Seth
Road, 1st Floor, Kolkata-700007
within the aforesaid jurisdiction;
- And -
5
In the matter of:
SUNVIEW VINIMAY PRIVATE
LIMITED, a Company incorporated
under the provisions of the
Companies Act, 1956 having its
Registered Office at 56, N. S. Road,
3rd Floor, Kolkata-700001 within
the aforesaid jurisdiction;
- And -
In the matter of:
1. STEPAN COMMOTRADE
PRIVATE
LIMITED;
2. DIVINE BARTER PRIVATE
LIMITED;
3. MAA KAMLESHWARI CHEMICALS
LIMITED;
4. BAGHBAAN SUPPLY PRIVATE
LIMITED;
5. KANHA METALIKS LIMITED;
6. BHOOTNATH COMMERCIAL
PRIVATE
LIMITED;
7. ULTIMATE VYAPAAR PRIVATE
LIMITED;
6
8. MAYANK ADVISORS PRIVATE
LIMITED;
- AND -
9. SUNVIEW VINIMAY PRIVATE
LIMITED;
... ...
APPLICANTS.
Cor: Indira Banerjee "J".
21st day of May, 2010.
IT IS ORDERED
1. That a meeting of the Shareholders of Stepan Commotrade Private Limited (hereinafter referred to as the "Transferee Company") shall be convened and held at 10, Kiran Shankar Roy Road, 1st Floor, Kolkata-700001 on the 20th day of July, 2010 at 2.00 p.m. for the purpose of considering and if thought fit approving with or without modification, the Scheme of Amalgamation proposed of Divine Barter Private Limited, Maa Kamleshwari Chemicals Limited, Baghbaan Supply Private Limited, Kanha Metaliks Limited, Bhootnath Commercial Private Limited, Ultimate Vyapaar Private Limited, Mayank Advisors Private Limited and Sunview Vinimay Private Limited (hereinafter referred to as 7 the "Transferor Companies") with Stepan Commotrade Private Limited.
2. That a meeting of the Shareholders of Divine Barter Private Limited shall be convened and held at 10, Kiran Shankar Roy Road, 1st Floor, Kolkata-700001 on the 20th day of July, 2010 at 2.15 p.m. for the purpose of considering and if thought fit approving with or without modification, the Scheme of Amalgamation.
3. That a meeting of the Shareholders of Maa Kamleshwari Chemicals Limited shall be convened and held at 10, Kiran Shankar Roy Road, 1st Floor, Kolkata-700001 on the 20th day of July, 2010 at 2.30 p.m. for the purpose of considering and if thought fit approving with or without modification, the Scheme of Amalgamation.
4. That a meeting of the Shareholders of Baghbaan Supply Private Limited shall be convened and held at 10, Kiran Shankar Roy Road, 1st Floor, Kolkata-700001 on the 20th day of July, 2010 at 2.45 p.m. for the purpose of considering and if thought fit approving with or without modification, the Scheme of Amalgamation.
5. That a meeting of the Shareholders of Kanha Metaliks Limited shall be convened and held at 10, Kiran Shankar Roy Road, 1st Floor, Kolkata-700001 on the 20th day of July, 2010 at 3.00 p.m. for the 8 purpose of considering and if thought fit approving with or without modification, the Scheme of Amalgamation.
6. That a meeting of the Shareholders of Bhootnath Commercial Private Limited shall be convened and held at 10, Kiran Shankar Roy Road, 1st Floor, Kolkata-700001 on the 20th day of July, 2010 at 3.15 p.m. for the purpose of considering and if thought fit approving with or without modification, the Scheme of Amalgamation.
7. That a meeting of the Shareholders of Ultimate Vyapaar Private Limited shall be convened and held at 10, Kiran Shankar Roy Road, 1st Floor, Kolkata-700001 on the 20th day of July, 2010 at 3.30 p.m. for the purpose of considering and if thought fit approving with or without modification, the Scheme of Amalgamation.
8. That a meeting of the Shareholders of Mayank Advisors Private Limited shall be convened and held at 10, Kiran Shankar Roy Road, 1st Floor, Kolkata-700001 on the 20th day of July, 2010 at 3.45 p.m. for the purpose of considering and if thought fit approving with or without modification, the Scheme of Amalgamation.
9. That a meeting of the Shareholders of Sunview Vinimay Private Limited shall be convened and held at 10, Kiran Shankar Roy 9 Road, 1st Floor, Kolkata-700001 on the 20th day of July, 2010 at 4.00 p.m. for the purpose of considering and if thought fit approving with or without modification, the Scheme of Amalgamation.
10. That at least 21 days before the day appointed for 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 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 or by Hand Delivery to each of the Shareholders of the applicant companies at their respective last known addresses.
11. That at least twenty one clear days before the date of the meetings to be held as aforesaid an advertisement convening the said meetings and stating that the copies of the said scheme together with the copy of the statement required to be sent under Section 393 of the Companies Act, 1956 and the prescribed form of proxy can be obtained free of charge at the respective registered office of the applicant companies or at the office of their Advocate Mr. Rajesh Singh, Advocate of 10, Kiran Shankar Roy Road, 1st Floor, Kolkata-700001 be inserted once in Business Standard and Dainik Statesman in Kolkata. The publication in the Kolkata Gazette is dispensed with. 10
12. That the Advocate-on-Record for the Applicant Companies do within 7 days from this day file in Court the form of advertisement, the form of the notice and the statement to accompany the notice and the same shall be settled by the Assistant Registrar (Company) of this Court.
13. That Mr. Debajyoti Datta, Advocate, Bar Library Club and failing which Ms. Ipsita Banerjee, Advocate, Bar Library Club, shall be the Chairperson of the meeting of the Shareholders of Stepan Commotrade Private Limited to be held at aforesaid at a remuneration of 300 GM.
14. That Ms. Ipsita Banerjee, Advocate, Bar Library Club and failing which Mr. Debajyoti Datta, Advocate, Bar Library Club, shall be the Chairperson of the meeting of the Shareholders of Divine Barter Private Limited to be held at aforesaid at a remuneration of 300 GM.
15. That Mr. Arindam Sinha, Advocate, Bar Library Club and failing which Mr. Kumar Gupta, Advocate, Bar Library Club, shall be the Chairperson of the meeting of the Shareholders of Maa Kamleshwari Chemicals Limited to be held at aforesaid at a remuneration of 300 GM. 11
16. That Mr. Kumar Gupta, Advocate, Bar Library Club and failing which Mr. Arindam Sinha, Advocate, Bar Library Club, shall be the Chairperson of the meeting of the Shareholders of Baghbaan Supply Private Limited to be held at aforesaid at a remuneration of 300 GM.
17. That Mr. Biswajib Ghosh, Advocate, Bar Library Club and failing which Mr. Rudrajit Sarkar, Advocate, Bar Library Club, shall be the Chairperson of the meeting of the Shareholders of Kanha Metaliks Limited to be held at aforesaid at a remuneration of 300 GM.
18. That Mr. Rudrajit Sarkar, Advocate, Bar Library Club and failing which Mr. Biswajib Ghosh, Advocate, Bar Library Club, shall be the Chairperson of the meeting of the Shareholders of Bhootnath Commercial Private Limited to be held at aforesaid at a remuneration of 300 GM.
19. That Mr. Biswabrata Basu Mallick, Advocate, Bar Library Club and failing which Mr. Rajorshi Datta, Advocate, Bar Library Club, shall be the Chairperson of the meeting of the Shareholders of Ultimate Vyapaar Private Limited to be held at aforesaid at a remuneration of 300 GM.
12
20. That Mr. Rajorshi Datta, Advocate, Bar Library Club and failing which Mr. Biswabrata Basu Mallick, Advocate, Bar Library Club, shall be the Chairperson of the meeting of the Shareholders of Mayank Advisors Private Limited to be held at aforesaid at a remuneration of 300 GM.
21. That, Mr. Rajesh Gupta, Advocate, Bar Library Club and failing which Mr. Rudrajit Sarkar, Advocate, Bar Library Club, shall be the Chairperson of the meeting of the Shareholders of Sunview Vinimay Private Limited to be held at aforesaid at a remuneration of 300 GM.
22. That such Chairpersons or any person(s) authorised by them do issue and send out the notice of the meetings referred of above.
23. That the quorum for the meetings of the Shareholders of all the applicant companies except MAA KAMLESHWARI CHEMICALS LIMITED and KANHA METALIKS LIMITED be fixed at 2 (two) persons and that of MAA KAMLESHWARI CHEMICALS LIMITED and KANHA METALIKS LIMITED be fixed at 5 (Five) persons, present either in person or by proxy.
24. That voting by proxy be permitted, provided that a proxy in the prescribed form only signed by the person(s) entitled to attend and 13 to 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 Chairman / Chairperson shall have the power to adjourn the meeting, if necessary.
25. That 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 purposes of the meeting.
26. That the Chairpersons do report to this Court, the result of the said meetings within seven weeks from the date of the meetings and their Reports shall be verified by their respective affidavits.
27. With the aforesaid direction, this application is disposed of.
28. That the Chairperson and all parties concerned do act on a copy of this order duly signed by an officer of this court being served on them on the usual undertakings.
All parties are to act on a signed photostat copy of this order on the usual undertakings.
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(INDIRA BANERJEE, J.) K. Banerjee A.R.(C.R.)