Calcutta High Court
S. R. B. Agricultural Private Limited vs Unknown on 3 March, 2011
Author: I. P. Mukerji
Bench: I. P. Mukerji
COMPANY APPLICATION NO. 221 OF 2011
IN THE HIGH COURT AT CALCUTTA
ORIGINAL JURISDICTION
In the Matter of :
S. R. B. AGRICULTURAL PRIVATE LIMITED.
BEFORE :
The Hon'ble JUSTICE I. P. MUKERJI
Date :3rd March, 2011.
Appearance :
Mr. Rajesh Singh, Advocate Mrs. Sucharita Paul, Advocate The Court : A meeting of the Shareholders of S. R. B. AGRICULTURAL PRIVATE LIMITED shall be convened and held at 10, Kiran Shankar Roy Road, 1st Floor, Calcutta-700001 on the 29th day of March, 2011 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 BHAIRAV OVERSEAS PRIVATE LIMITED, GOLDMINE FINANCIAL SERVICES PRIVATE LIMITED and S. R. B. AGRICULTURAL PRIVATE LIMITED (hereinafter collectively referred to as the Transferor Companies) with BHAIRAAV HOUSING CORPORATION PRIVATE LIMITED (hereinafter referred to as the Transferee Company).2
Since all the Shareholders of the applicant company abovenamed have already considered and given their consent in writing to the Scheme, such meeting may be held at short notice.
At least 3 (three) days before the meetings to be held as aforesaid, notices convening the said meeting at the place and times as aforesaid together with a copy of the said Scheme of Amalgamation, a copy of the statement under section 393 of the Companies Act, 1956 and the prescribed form of proxy be sent and received under Certificate of Posting or by Hand Delivery to each of the said Shareholders of the applicant company at their respective last known addresses.
The advertisement of the notice of the meeting is dispensed with. The settlement of the individual notice, including statement to accompany the notice by the Assistant Registrar (Company) of this Court is also dispensed with.
Mr. Samim Ahammed, advocate, Bar Association Room No.1 and failing which Mr. Suman Chatterjee, advocate, Bar Association Room No.13 shall be the Chairperson of the meeting of the Shareholders of S. R. B. AGRICULTURAL PRIVATE LIMITED to be held at aforesaid at a remuneration 3 of 600 GMs. The standby Chairperson will be paid remuneration of 300 GMs.
Such Chairperson appointed for the said meeting, or any person(s) authorised by him do issue and send out the notice of the meeting(s) referred to above.
The quorum for the meeting of the Shareholders of the Applicant Company be fixed at 2 (two) persons, present either in person 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 to vote at the meeting(s), is filed with the applicant company at its registered office not later than forty-eight hours before the said meeting. The Chairperson shall have the power to adjourn the meeting, if necessary.
The value of each member shall be in accordance with the books of the companies and where entries in the books are disputed, the Chairperson shall determine such value for the purposes of the meeting.
The Chairperson do report to this Court, the result of the said meeting within seven week from the date of the conclusion of the said meeting and his report shall be verified by his affidavit.
This application is disposed of.4
The Chairperson and all parties concerned are to act on a signed photocopy of this order on the usual undertakings.
[I.P. MUKERJI, J] Sd.