Rs Niwas Private Limited & Anr vs Unknown on 25 February, 2011

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Calcutta High Court

Rs Niwas Private Limited & Anr vs Unknown on 25 February, 2011

Bench: Indira Banerjee

                      C.A No. 169 of 2011
              IN THE HIGH COURT AT CALCUTTA
                   ORIGINAL JURISDICTION

                         ORIGINAL SIDE


                      IN THE MATTER OF:
             RS NIWAS PRIVATE LIMITED & ANR.
                                                         Appearance:

                                            Mr. A.K. Mishra, Advocate



BEFORE:

The Hon'ble JUSTICE INDIRA BANERJEE

Date: 25th February,2011 In this application under Section 391(1) and 393 of the Companies Act, 1956, the applicants seek dispensation of the meetings of the Shareholders, in view of the written consents given by all the Shareholders of the applicant companies which are annexed in Original to the affidavit in support of the Summons. However a meeting has to be held by the said shareholders of the respective Applicant Companies in accordance with Section 391 of the Companies Act, 1956 whereas such meeting can be informal dispensing with all formalities.

A informal meeting of the holders of the Equity shares of the Applicant Companies shall be convened and held at R.No. 19, 4, K. S. Roy Road, Kolkata - 700 001 at 2.00 P.M. on 9th March,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.

In view thereof, all formalities for convening and holding meetings of shareholders of the Applicant Companies including publication of advertisement in the newspapers, sending formal notice to shareholders, convening the formal meetings of the shareholders, publication in the Calcutta Gazette are dispensed with.

That Ms Munmun Tewary, Advocate (Bar Association Room No.13) shall be the Chairperson of the said combined meeting of the Equity Shareholders of the Applicant Companies to be held as aforesaid at a remuneration of 500 GMs, for such meeting. 3

That the quorum for the said meetings for the Applicant Companies shall be 2 ( Two ) persons either personally 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 Applicant Companies 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.

That 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.

That 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.

Summons be signed as on date.

The application is disposed of as above.

The applicant shall file confirmation petition within three weeks hereof.

All parties concerned to act on a signed photocopy of this order on the usual undertaking.

(INDIRA BANERJEE, J.)

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