Calcutta High Court
Drupat Commercials Pvt. Ltd vs Shivdooti Pearls And Investments on 22 September, 2008
Author: Maharaj Sinha
Bench: Maharaj Sinha
ORDER SHEET C.A. No. 573 of 2008 IN THE HIGH COURT AT CALCUTTA Original Jurisdiction ORIGINAL SIDE In the matter of:
DRUPAT COMMERCIALS PVT. LTD.
-And-
SHIVDOOTI PEARLS AND INVESTMENTS LTD.
Before :
The Hon'ble Justice MAHARAJ SINHA.
Date: September 22, 2008.
The Court: That convening and holding of meeting of the Equity Shareholders of Drupat Commercials Private Limited (hereinafter referred to as "the transferor company") is dispensed with in view of written consent given by all the said shareholders of the transferor company approving the Scheme of Amalgamation of the transferor company with Shivdooti Pearls and Investments Limited (hereinafter referred to as "the transferee company").
The meeting for the holders of Equity Shares in Shivdooti Pearls and Investments Limited shall be convened and held at 1, Sarojnini Naidu Sarani, 6th Floor, Kolkata- 700 017 on Tuesday, the 11th day of November, 2008 at 4:30 P.M. for the purpose of considering and if thought fit, approving, with or 2 without modifications, the Scheme of Amalgamation of the transferor company with the transferee company.
That at least 21 clear days before the meeting to be held as aforesaid, a Notice convening the said meeting at the place and times 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 form of proxy be served under certificate of posting or personally by hand to each of the holders of the Equity Shares in the applicant company No.2 at their respective or last known addresses.
That at least twenty one clear days before the date of the meeting to be held as aforesaid an advertisement convening the said meeting 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 Registered office of the applicant company No.2 or at the office of their Advocates, M/s. Khaitan & Co. Advocates, 1B, Old Post Office Street, Kolkata -7 00001 be inserted once in "Financial Express" and once in "Pratidin" in Calcutta. The publication in the Calcutta Gazette is dispensed with.
That the Advocates on Record for the applicant companies do within seven days 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. 3
That Mr. Partha Pratim Chatterjee, Advocate, Bar Association Room - 2 and failing him Mr. Hemonte Coomer Mitter, Advocate, Bar Association Room - 15, shall be the Chairperson of the said meeting of the Equity Shareholders of the transferee company at a remuneration of 300 GMs.
That any of the Chairperson appointed for the said meeting or any person authorized by them do send out the notice of the meeting referred to above.
That the quorum of the said meeting of Equity shareholders of the transferee company shall be five persons present in person or by proxy.
That 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 company at its registered office not later than forty-eight hours before the meeting. The Chairperson shall have the power to adjourn his meeting, if necessary.
That the value of each member shall be in accordance with the books of the respective company and where entries in the books are disputed, the Chairperson shall determine the value for the purpose of his meeting.
That the Chairperson do report to this Court the result of the said meeting within seven weeks from the date of the conclusion of his meeting, and his report shall be verified by his affidavit.
The summons of Directors be signed as of date. 4 That the Chairpersons do report to this Court the results of the said meetings within seven weeks from the date of the conclusion of their respective meetings, and their reports shall be verified by their affidavits.
All parties concerned are to act on a signed copy of the minutes of this order on the usual undertakings.
( Maharaj Sinha, J.) A/s.