Calcutta High Court
Swank Services Limited & Ors vs Unknown on 19 May, 2009
Author: Maharaj Sinha
Bench: Maharaj Sinha
CA No. 399 of 2009
IN THE HIGH COURT AT CALCUTTA
ORIGINAL SIDE
IN THE MATTER OF :
SWANK SERVICES LIMITED & ORS.
BEFORE:
The Hon'ble JUSTICE MAHARAJ SINHA
Date : 19 May 2009.
THE COURT :- Let a meeting of the Shareholders of Swank Services Limited (hereinafter referred to as the "Transferee Company") be convened and held at 10, Kiran Shankar Roy Road, 1st Floor, Calcutta-700001 on the 6th day of July, 2009 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 Konark Investments Limited, Sunflower Mercantiles Limited, Europa Commercial & Trades Limited, Dalmia Group Udyog Limited and Madhukar Investments Limited (hereinafter collectively referred to as the Transferor Companies) with Swank Services Limited.
Let a meeting of the Shareholders of Konark Investments Limited be convened and held at 10, Kiran Shankar Roy Road, 1st Floor, Kolkata-700001 on the 6th day of July, 2009 at 2.15 p.m. for the purpose of considering and if thought fit approving with or without modification, the proposed Scheme of Amalgamation.
Let a meeting of the Shareholders of Sunflower Mercantiles Limited be convened and held at 10, Kiran Shankar Roy Road, 1st Floor, Kolkata-700001 on the 6th day of July, 2009 at 2.30 p.m. 2 for the purpose of considering and if thought fit approving with or without modification, the proposed Scheme of Amalgamation.
Let a meeting of the Shareholders of Europa Commercial & Trades Limited be convened and held at 10, Kiran Shankar Roy Road, 1st Floor, Kolkata-700001 on the 6th day of July, 2009 at 2.45 p.m. for the purpose of considering and if thought fit approving with or without modification, the proposed Scheme of Amalgamation.
Let a meeting of the Shareholders of Dalmia Group Udyog Limited be convened and held at 10, Kiran Shankar Roy Road, 1st Floor, Kolkata-700001 on the 6th day of July, 2009 at 3.00 p.m. for the purpose of considering and if thought fit approving with or without modification, the proposed Scheme of Amalgamation.
Let a meeting of the Shareholders of Madhukar Investments Limited be convened and held at 10, Kiran Shankar Roy Road, 1st Floor, Kolkata-700001 on the 6th day of July, 2009 at 3.15 p.m. for the purpose of considering and if thought fit approving with or without modification, the proposed 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 Certificate of Posting or by Hand Delivery to each of the Shareholders of all 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 3 and the prescribed form of proxy can be obtained free of charge at the registered office of the Applicant Companies or at the office of their Advocate Mr. Rajesh Singh, Advocate of 10, Kiran Shankar Roy Road, 1st Floor, Calcutta-700001 be inserted once in The Statesman and Dainik Statesman in Kolkata. The publication in the Kolkata 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.
Mr. Partha Pratim Chatterjee,learned advocate,Bar Association No.2 and failing which Mr. Rupchand Chakraborty,learned advocate,Bar Association No. 2 shall be the Chairperson of the meeting of the Shareholders of Swank Services Limited to be held at aforesaid at a remuneration of 600 GMS.
Mr. Sudip Bhowmick, learned advocate,7, Old Post Office Street,Calcutta-1 and failing which Mr. Jagabandhu Roy,learned advocate,Bar Association No. 5 shall be the Chairperson of the meeting of the Shareholders of Konark Investments Limited to be held at aforesaid at a remuneration of 600 GMS.
Mr. Jagabandhu Roy,learned advocate, Bar Association No. 5 and failing which Mr. Sudip Bhowmick,learned advocate, 7, Old Post Office Street,Room No. 5, Calcutta -1 shall be the Chairperson of the meeting of the Shareholders of Sunflower Mercantiles Limited to be held at aforesaid at a remuneration of 600 GMS.
Ms. Sukla Banerjee,learned advocate, Bar Association No. 4 and failing which Ms. Swati Mukherjee,learned advocate,Bar Association No. 2 shall be the Chairperson of the meeting of the Shareholders of Europa Commercial & Trades Limited to be held at aforesaid at a remuneration of 600 GMS.
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Mr. Rupchand Chakraborty,learned advocate, Bar Association No. 2 and failing which Mr. Somen Bose,learned advocate,Bar Association No. 3 shall be the Chairperson of the meeting of the Shareholders of Dalmia Group Udyog Limited to be held at aforesaid at a remuneration of 600 GMS.
Mr. Somen Bose, learned advocate,Bar Association No. 3 and failing which Mrs. Sudipta Roy (Bose),learned advocate, Bar Association No. 1 shall be the Chairperson of the meeting of the Shareholders of Madhukar Investments Limited to be held at aforesaid at a remuneration of 600 GMS.
Such Chairpersons or any persons authorised by them do issue and send out the notice of the meetings referred of above.
The quorum for the meeting of the Shareholders of all the Applicant Companies be fixed at 5 (Five) persons, present either in person or by proxy.
Voting by proxy be permitted, provided that a proxy in the prescribed form only signed by the person(s) entitled to attend and to vote at the said meetings, is filed with the respective Applicant Companies at their respective registered office not later than forty-eight hours before the said meetings. The Chairmen / Chairpersons shall have the power to adjourn the meetings, if necessary.
The value of each member shall be in accordance with the books of the company and where entries in the books are disputed, the Chairperson shall determine such value for the purposes of the meetings.
The Chairpersons do report to this Court, the result of the said meetings within seven weeks from the date of the meetings and their Reports shall be verified by their respective affidavits. 5
With the aforesaid observations, the application, CA 399 of 2009 is disposed of. The Chairperson and all parties concerned are to act on xerox signed copy of this order on the usual undertakings.
(MAHARAJ SINHA,J.) skc 6