Calcutta High Court
The Companies Act vs An Application Under on 22 February, 2010
Author: Sanjib Banerjee
Bench: Sanjib Banerjee
Company Application No. 112 of 2010
IN THE HIGH COURT AT CALCUTTA
ORIGINAL JURISDICTION
In the Matter of the Companies Act, 1956
And
In the Matter of an application under
Sections 391(1) and 393 of the said Act;
And
In the Matter of:
SIMPRO VANIJAYA PRIVATE
LIMITED a Company incorporated under
the Companies Act, 1956 and having its
Registered Office at 70, Cotton Street, 2nd
Floor, Kolkata-700007 in the State of West
Bengal.
And
In the Matter of :
SHUBH SUPPLIERS PRIVATE LIMITED a
Company incorporated under the
Companies Act, 1956 and having its
2
Registered Office at 70, Cotton Street,2nd
Floor, Kolkata-700007 in the State of West
Bengal.
And
In the Matter of:
YASHASHVI SECURITIES PRIVATE
LIMITED a Company incorporated under
the Companies Act, 1956 and having its
Registered Office at EN -32, Sector-V,
Salt Lake City, Kolkata-700091 in the
State of West Bengal.
And
In the Matter of :
1.SIMPRO VANIJAYA PRIVATE LIMITED
2. SHUBH SUPPLIERS PRIVATE LIMITED
3. YASHASHVI SECURITIES PRIVATE LIMITED Applicants Before the Hon'ble Justice SANJIB BANERJEE 22nd day of February, 2010 3 IT IS ORDERED:
1. A meeting of the holders of the Equity Shares in SIMPRO VANIJAYA PRIVATE LIMITED (hereinafter referred to as "SIMPRO"), shall be convened and held at 7C, Kiran Shankar Roy Road, Ground floor, Kolkata-700001 on the 9th day of April, 2010 at 1.00 P.M. for the purpose of considering and if thought fit, approving, with or without modifications, the Scheme of Arrangement of SIMPRO VANIJAYA PRIVATE LIMITED (hereinafter referred to as "SIMPRO") and SHUBH SUPPLIERS PRIVATE LIMITED (hereinafter referred to as "SHUBH") with YASHASHVI PRIVATE LIMITED (hereinafter referred to as the "YASHASHVI").
2. A meeting of the holders of the Equity Shares in SHUBH SUPPLIERS PRIVATE LIMITED (hereinafter referred to as "SHUBH" ) shall be convened and held at 7C, Kiran Shankar Roy Road, Ground floor, Kolkata-700001 on the 9th day of April, 2010 at 1.15 P.M. for the purpose of considering, and if thought fit, approving, with or without modifications, the said Scheme.
3. A meeting of the holders of the Equity Shares in YASHASHVI PRIVATE LIMITED (hereinafter referred to as "YASHASHVI") shall be 4 convened and held at 7C, Kiran Shankar Roy Road, Ground floor, Kolkata-700001 on the 9th day of April, 2010 at 1.30 P.M. for the purpose of considering, and if thought fit, approving, with or without modifications, the said Scheme.
4. At least 21 clear days before the meetings to be held as aforesaid, a Notice convening the said meetings 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 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.
5. 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 from the Registered Offices of the Applicant Companies Nos. 1 to 3 or a from the office of their Advocate, M/s Mukherjee Agarwalla & 5 Co., 7C, Kiran Shankar Roy Road, Ground Floor, Kolkata-700001 be inserted once in " The Statesman" and once in "Dainik Statesman" in Kolkata. The publication in the Calcutta Gazette is dispensed with.
6. The Advocate 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.
7. Ms. Ashima Roychowdhury, Advocate, and failing her Mr. A. K. Mishra, Advocate, shall be the Chairperson of the said meetings of the Equity Shareholders of "SIMPRO" at a remuneration of 400 GM.
8. Mr. A K. Mishra, Advocate, and failing him Mr. Kamal Hamid, Advocate, shall be the Chairperson of the said meetings of the Equity Shareholders of "SHUBH" at a remuneration of 400 GM.
9. Mr. Kamal Hamid, Advocate, and failing him Ms. Ashima Roychowdhury, Advocate, shall be the Chairperson of the said meetings of the Equity Shareholders of "YASHASHVI" at a remuneration of 400 GM.6
10. Such Chairpersons or any persons authorized by them do issue and send out the notice of the meetings referred of above.
11. The quorum of meetings of Equity Shareholders of "SIMPRO" and "SHUBH" shall be thirty persons and for "YASHASHVI" shall be eight persons present in person or by proxy.
12. 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 respective meetings is filed with the respective companies at their registered office not later than forty-eight hours before the meeting concerned. The Chairpersons shall have the power to adjourn their respective meetings, if necessary.
13. The value of each member shall be in accordance with the books of the company and where entries in the books are disputed, the Chairpersons shall determine such value for the purpose of the meeting.
14. 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.7
15. Summons be signed as of date. C.A. No. 112 of 2010 is disposed of.
16. Urgent certified photocopies of this order, if applied for, be issued to the parties subject to compliance with all requisite formalities.
(SANJIB BANERJEE, J.) bp.
A.R(C.R)