Calcutta High Court
Nortech Property Private Limited & Ors vs Unknown on 17 May, 2011
Author: I. P. Mukerji
Bench: I. P. Mukerji
COMPANY APPLICATION NO. 518 OF 2011
IN THE HIGH COURT AT CALCUTTA
ORIGINAL JURISDICTION
In the Matter of :
NORTECH PROPERTY PRIVATE LIMITED & ORS.
BEFORE :
The Hon'ble JUSTICE I. P. MUKERJI
Date : 17th May, 2011.
Mr. Rajesh Singh...for petitioners.
The Court : A meeting of the Shareholders of NORTECH PROPERTY PRIVATE LIMITED (hereinafter referred to as the "Transferee Company") shall be convened and held at 10, Kiran Shankar Roy Road, 1st Floor, Calcutta-700001 on the 30th day of June, 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 BAJRANG MANSION PRIVATE LIMITED, BARON PROMOTERS PRIVATE LIMITED, K B S HOUSING PRIVATE LIMITED, KASTURI MERCANTILE PRIVATE LIMITED, BANDHAN HIRISE PRIVATE LIMITED, AZAD DEALERS PRIVATE LIMITED, BLAIZE ENCLAVE PRIVATE LIMITED, TRIMURTI DEALERS PRIVATE LIMITED, NIRAJ DEALERS PRIVATE LIMITED, JYOTI DEALERS PRIVATE LIMITED, BRIJBHUMI CONSTRUCTION PRIVATE LIMITED and GANAPATI TIE-UP PRIVATE LIMITED (hereinafter collectively referred to as the Transferor Companies) with NORTECH PROPERTY PRIVATE LIMITED.
A meeting of the Shareholders of BAJRANG MANSION PRIVATE LIMITED shall be convened and held at 10, Kiran Shankar Roy Road, 1st Floor, Calcutta-700001 on the 30th day of June, 2011 at 2.15 p.m. for the purpose of considering and if thought fit approving with or without modification, the Scheme of Amalgamation.
A meeting of the Shareholders of BARON PROMOTERS PRIVATE LIMITED shall be convened and held at 10, Kiran Shankar Roy Road, 1st Floor, Calcutta-700001 on the 30th day of June, 2011 at 2.30 p.m. for the purpose of considering and if thought fit approving with or without modification, the Scheme of Amalgamation.
A meeting of the Shareholders of K B S HOUSING PRIVATE LIMITED shall be convened and held at 10, Kiran Shankar Roy Road, 1st Floor, Calcutta-700001 on the 2 30th day of June, 2011 at 2.45 p.m. for the purpose of considering and if thought fit approving with or without modification, the Scheme of Amalgamation.
A meeting of the Shareholders of KASTURI MERCANTILE PRIVATE LIMITED shall be convened and held at 10, Kiran Shankar Roy Road, 1st Floor, Calcutta- 700001 on the 30th day of June, 2011 at 3.00 p.m. for the purpose of considering and if thought fit approving with or without modification, the Scheme of Amalgamation.
A meeting of the Shareholders of BANDHAN HIRISE PRIVATE LIMITED shall be convened and held at 10, Kiran Shankar Roy Road, 1st Floor, Calcutta-700001 on the 30th day of June, 2011 at 3.15 p.m. for the purpose of considering and if thought fit approving with or without modification, the Scheme of Amalgamation.
A meeting of the Shareholders of AZAD DEALERS PRIVATE LIMITED shall be convened and held at 10, Kiran Shankar Roy Road, 1st Floor, Calcutta-700001 on the 30th day of June, 2011 at 3.30 p.m. for the purpose of considering and if thought fit approving with or without modification, the Scheme of Amalgamation.
A meeting of the Shareholders of BLAIZE ENCLAVE PRIVATE LIMITED shall be convened and held at 10, Kiran Shankar Roy Road, 1st Floor, Calcutta-700001 on the 30th day of June, 2011 at 3.45 p.m. for the purpose of considering and if thought fit approving with or without modification, the Scheme of Amalgamation.
A meeting of the Shareholders of TRIMURTI DEALERS PRIVATE LIMITED shall be convened and held at 10, Kiran Shankar Roy Road, 1st Floor, Calcutta-700001 on the 30th day of June, 2011 at 4.00 p.m. for the purpose of considering and if thought fit approving with or without modification, the Scheme of Amalgamation.
A meeting of the Shareholders of NIRAJ DEALERS PRIVATE LIMITED shall be convened and held at 10, Kiran Shankar Roy Road, 1st Floor, Calcutta-700001 on the 30th day of June, 2011 at 4.15 p.m. for the purpose of considering and if thought fit approving with or without modification, the Scheme of Amalgamation.
A meeting of the Shareholders of JYOTI DEALERS PRIVATE LIMITED shall be convened and held at 10, Kiran Shankar Roy Road, 1st Floor, Calcutta-700001 on the 30th day of June, 2011 at 4.30 p.m. for the purpose of considering and if thought fit approving with or without modification, the Scheme of Amalgamation.
A meeting of the Shareholders of BRIJBHUMI CONSTRUCTION PRIVATE LIMITED shall be convened and held at 10, Kiran Shankar Roy Road, 1st Floor, Calcutta-700001 on the 30th day of June, 2011 at 4.45 p.m. for the purpose of considering and if thought fit approving with or without modification, the Scheme of Amalgamation.
3A meeting of the Shareholders of GANAPATI TIE-UP PRIVATE LIMITED shall be convened and held at 10, Kiran Shankar Roy Road, 1st Floor, Calcutta-700001 on the 30th day of June, 2011 at 5.00 p.m. for the purpose of considering and if thought fit approving with or without modification, the Scheme of Amalgamation.
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 time 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 Courier or by Hand Delivery or by Registered Post to each of the Shareholders of the applicant companies at their respective last known addresses.
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 of 10, Kiran Shankar Roy Road, 1st Floor, Calcutta-700001 be inserted once in Business Standard and Aajkal in Calcutta. The publication in the Calcutta Gazette is dispensed with.
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.
In view of the fact that all the shareholders of all the applicant companies abovenamed have already considered and given their consent in writing to the scheme and all the Transferor Companies are the subsidiaries of the Transferee Company, and the total number of shareholders being very few, four separate chairpersons may be appointed for conducting all the said meetings.
Mr. Soumitra Mukherjee, Advocate, Bar Association Room No.1 and failing which Mr. Manoj Malhotra, Advocate, shall be the Chairperson of the meetings of the Shareholders of NORTECH PROPERTY PRIVATE LIMITED to be held at aforesaid at a remuneration of 600 GMs.
Mr. Manoj Malhotra, Advocate, Bar Association Room No.11 and failing which Mr. Soumitra Mukherjee, Advocate, shall be the Chairperson of the meetings of the Shareholders of BAJRANG MANSION PRIVATE LIMITED, BARON PROMOTERS 4 PRIVATE LIMITED, K B S HOUSING PRIVATE LIMITED AND KASTURI MERCANTILE PRIVATE LIMITED to be held at aforesaid at a remuneration of 600 GMs.
Ms. Sima Adhikari, Advocate, Bar Association Room No.14 and failing which Ms. Sreemoyee Mukherjee, Advocate, shall be the Chairperson of the meetings of the Shareholders of BANDHAN HIRISE PRIVATE LIMITED, AZAD DEALERS PRIVATE LIMITED, BLAIZE ENCLAVE PRIVATE LIMITED AND TRIMURTI DEALERS PRIVATE LIMITED to be held at aforesaid at a remuneration of 600 GMs.
Mr. Sreemoyee Mukherjee, Advocate, Bar Library Club and failing which Ms. Sima Adhikari, Advocate, shall be the Chairperson of the meetings of the Shareholders of NIRAJ DEALERS PRIVATE LIMITED, JYOTI DEALERS PRIVATE LIMITED, BRIJBHUMI CONSTRUCTION PRIVATE LIMITED AND GANAPATI TIE-UP PRIVATE LIMITED to be held at aforesaid at a remuneration of 600 GMs.
Such Chairpersons appointed for the said meetings, or any person(s) authorised by them do issue and send out the notice of the meeting(s) referred to above.
The quorum for the meetings of the Shareholders of the Transferor Companies and the Transferee 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 companies at their registered offices not later than forty-eight hours before the said meeting(s). The Chairperson shall have the power to adjourn the meetings, 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(s).
The Chairpersons do report to this Court, the result of the said meetings within seven weeks from the date of the conclusion of the said meetings and their reports shall be verified by their respective affidavits.
This application is disposed of.
The Chairpersons and all parties concerned are to act on a signed photocopy of this order on the usual undertakings.
[ I.P. MUKERJI, J.] pkd.
Asstt.Registrar[C.R.] 5