Calcutta High Court
Sughandha Vinimay Pvt. Ltd. & Ors vs Unknown on 22 December, 2008
Author: Maharaj Sinha
Bench: Maharaj Sinha
Order Sheet
CA No. 712 of 2008
IN THE HIGH COURT AT CALCUTTA
ORIGINAL SIDE
IN THE MATTER OF:
SUGHANDHA VINIMAY PVT. LTD. & ORS. ...Applicants
Appearance:
Ms. Sanjukta Mukherjee, Advocate
BEFORE:
The Hon'ble JUSTICE MAHARAJ SINHA
Date: 22 December 2008.
After hearing the learned advocate appearing for the applicants, the following order is made.
A meeting of the holders of the equity shares in Sughandha Vinimay Private Limited (hereinafter referred to as "Sughandha") shall be convened and held at 7C, Kiran Shankar Roy Road, Ground Floor, Kolkata - 700 001 on 13 February 2009 at 1:00 p.m. for the purpose of considering, and if thought fit, approving, with or without modifications, the Scheme of Arrangement of "Sughandha", Aamcol Trexim Private Limited (hereinafter referred to as "Aamcol"), Raashman Finvest Private Limited (hereinafter referred to as "Raashman"), Ambika Niwas Private Limited (hereinafter referred to as "Ambika"), Blackberry Residency Private Limited (hereinafter referred to as "Blackberry"), Fairy Tie-up Private Limited (hereinafter referred to as "Fairy") and Mackmorn Commodities Private Limited (hereinafter referred to as "Mackmorn"). 2
A meeting of the holders of the equity shares in "Aamcol" shall be convened and held at 7C, Kiran Shankar Roy Road, Ground Floor, Kolkata - 700 001 on 13 February 2009 at 1:15 p.m. for the purpose of considering, and if thought fir, approving, with or without modifications, the said scheme.
A meeting of the holders of the equity shares in "Raashman" shall be convened and held at 7C, Kiran Shankar Roy Road, Ground Floor, Kolkata - 700 001 on 13 February 2009 at 1:30 p.m. for the purpose of considering, and if thought fir, approving, with or without modifications, the said scheme.
A meeting of the holders of the equity shares in "Ambika" shall be convened and held at 7C, Kiran Shankar Roy Road, Ground Floor, Kolkata - 700 001 on 13 February 2009 at 1:45 p.m. for the purpose of considering, and if thought fir, approving, with or without modifications, the said scheme.
A meeting of the holders of the equity shares in "Blackberry" shall be convened and held at 7C, Kiran Shankar Roy Road, Ground Floor, Kolkata - 700 001 on 13 February 2009 at 2:00 p.m. for the purpose of considering, and if thought fir, approving, with or without modifications, the said scheme.
A meeting of the holders of the equity shares in "Fairy" shall be convened and held at 7C, Kiran Shankar Roy Road, Ground Floor, Kolkata - 700 001 on 13 February 2009 at 2:15 p.m. for the purpose of considering, and if thought fir, approving, with or without modifications, the said scheme.
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A meeting of the holders of the equity shares in "Mackmorn" shall be convened and held at 7C, Kiran Shankar Roy Road, Ground Floor, Kolkata - 700 001 on 13 February 2009 at 2:30 p.m. for the purpose of considering, and if thought fir, approving, with or without modifications, the said scheme.
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 time 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 from of proxy be served upon them under certificate of posting or personally by hand to each of the holders of the equity shares in the Applicant Companies at their respective or last known addresses.
At least twenty one clear days before the date of the said meetings to be held as aforesaid, an advertisement convening the said meetings and stating that 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 registered offices of the Applicant Company Nos. 1 to 7 or at the office of their Advocate, M/s. Mukherjee Agarwalla & Co., 7C, Kiran Shankar Roy Road, Ground Floor, Kolkata - 700 001 be inserted once in "The Statesman" and once in "Dainik Statesman" in Kolkata. The publication in the Calcutta Gazette is dispensed with.
The advocates on record of the applicant companies shall within seven days file in Court the form of advertisement, the form of the 4 notice and the statement to accompany the notice and the same shall be settled by the Assistant Registrar (Company) of this Court.
Mr. Kallal Bose, learned advocate, Bar Association No.5, and failing him, Mr. Arindam Sen, learned advocate, Bar Association No.5 shall be the Chairperson of the said meeting of the Equity Shareholders of "Sughandha" at a remuneration of 500 Gms.
Ms. Sukla Mukherjee, learned advocate, Bar Association No.14, and failing her, Ms. Sima Adhikari, learned advocate, Bar Association No.14 shall be the Chairperson of the said meetings of the equity shareholders of "Aamcol" at a remuneration of 500 Gms.
Mr. Kalyan Chakraborty, learned advocate, Bar Association No.10, and failing him, Ms. Chandrima Ghose, learned advocate, Bar Association No.15 shall be the Chairperson of the said meetings of the equity shareholders of "Gurukripa" at a remuneration of 500 Gms.
Ms. Swati Mukherjee, learned advocate, Bar Association No. 2, and failing her, Ms. Suchandra Dey, learned advocate, Bar Association No.14 shall be the Chairperson of the said meetings of the equity shareholders of "Raashman" at a remuneration of 500 Gms.
Mr. Hemonta Coomer Mitter, learned advocate, Bar Association No.15, and failing him, Ms. Santa Mitra, learned advocate, Bar Association No.15 shall be the Chairperson of the said meetings of the equity shareholders of "Ambika" at a remuneration of 500 Gms.
Mrs. Kanta Ray, learned advocate, Bar Association No.11, and failing her, Ms. Kaberi De, learned advocate, Bar Association No.12 shall be the Chairperson of the said meetings of the equity shareholders of "Blackberry" at a remuneration of 500 Gms.
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Mr. Jiban Hari Mallick, learned advocate, Bar Association No.1, and failing him, Mr. Ratul Biswas, learned advocate, Bar Association No.17 shall be the Chairperson of the said meetings of the equity shareholders of "Fairy" at a remuneration of 500 Gms.
Mr. Partha Pratim Chatterjee, learned advocate, Bar Association No.2, and failing him, Mr. Raj Sekhar Basu, learned advocate, Bar Association No.1 shall be the Chairperson of the said meetings of the equity shareholders of "Mackmorn" at a remuneration of 500 Gms.
Any of the Chairpersons appointed for the said meetings or any person authorised by them shall send out the notices of the meetings referred to above.
The quorum of the said meetings of the equity shareholders of "Sughandha", "Aamcol", "Raashman", Ambika" and "Blackberry", "Fairy" and "Mackmorn" shall be two persons present in person or by proxy.
Voting by proxy be permitted, provided that a proxy in the prescribed from duly signed by the person(s) entitled to attend and vote at the respective meetings is filed with the respective companies at their registered offices not later than forty eight hours before the meeting concerned. The Chairperson(s) shall have the power to adjourn the respective meetings, 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 Chairpersons shall determine the value for the purpose of the respective meetings.
The Chairpersons shall report to this Court the results of the said meetings within seven weeks from the date of the conclusion of the said 6 meetings and their respective reports shall be verified by their respective affidavits.
The Chairpersons and all concerned are to act on a xeroxed signed copy of this dictated order to be supplied to the parties on their usual undertakings.
(MAHARAJ SINHA, J.) S.Kumar