Calcutta High Court
Mangalam Abasan Limited Ors vs Unknown on 19 April, 2010
Author: Sanjib Banerjee
Bench: Sanjib Banerjee
CA No. 241 of 2010
IN THE HIGH COURT AT CALCUTTA
Original Jurisdiction
ORIGINAL SIDE
IN THE MATTER OF: MANGALAM ABASAN LIMITED ORS.
Appearance:
Mr. S.C.Tewari, Advocate
BEFORE:
The Hon'ble JUSTICE SANJIB BANERJEE
Date : 19th April, 2010.
The Court : A supplementary affidavit has been filed on behalf of the applicants appending a copy of the modified scheme that will now be put to the shareholders of the concerned companies.
That a separate meeting of the holders of the Equity shares in M/s. MANGALAM ABASAN LIMITED (hereinafter referred to as the Transferee Company) 2 shall be convened and held at the office of Mr. Arun Kumar Mishra, Advocate of R. No. 19, 4, K. S. Roy Road, Kolkata - 700 001 at 1.00 P.M. on 8th June, 2010 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.
That a separate meeting of the holders of the Equity Shares in M/S CONCERT SALES PRIVATE LIMITED (hereinafter referred to as the First Transferor Company) shall by convened and held at the office of Mr. Arun Kumar Mishra, Advocate of R.No. 19, 4, K. S. Roy Road, Kolkata -700001 at 1.15 P.M. on 8th June, 2010 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 First Transferor Company with the Transferee Company.
That a separate meeting of the holders of the Equity Shares in M/S HINA ESTATE DEVELOPERS PRIVATE LIMITED (hereinafter referred to as the Second Transferor Company) shall by 3 convened and held at the office of Mr. Arun Kumar Mishra, Advocate of R. No. 19, 4, K. S. Roy Road, Kolkata -700001 at 1.30 P.M. on 8th June, 2010 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 Second Transferor Company with the Transferee Company.
That a separate meeting of the holders of the Equity Shares in M/S MEGABUILT CONSTRUCTIONS PRIVATE LIMITED (hereinafter referred to as the Third Transferor Company) shall by convened and held at the office of Mr. Arun Kumar Mishra, Advocate of R. No. 19, 4, K. S. Roy Road, Kolkata -700001 at 1.45 P.M. on 8th June, 2010 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 Third Transferor Company with the Transferee Company.
That a separate meeting of the holders of the Equity Shares in M/S R K TRAEX PRIVATE LIMITED (hereinafter referred to as the Fourth Transferor Company) shall by convened and held at the office of Mr. Arun Kumar Mishra, Advocate of R. No. 19, 4, 4 K. S. Roy Road, Kolkata -700001 at 2.00 P.M. on 8th June, 2010 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 Fourth Transferor Company with the Transferee Company.
That a separate meeting of the holders of the Equity Shares in M/S SOFIA ELECTRONICS PRIVATE LIMITED (hereinafter referred to as the Fifth Transferor Company) shall by convened and held at the office of Mr. Arun Kumar Mishra, Advocate of R. No. 19, 4, K. S. Roy Road, Kolkata -700001 at 2.15 P.M. on 8th June, 2010 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 Fifth Transferor Company with the Transferee Company.
That a separate meeting of the holders of the Equity Shares in M/S SUWARNA PROMOTERS PRIVATE LIMITED (hereinafter referred to as the Sixth Transferor Company) shall by convened and held at the office of Mr. Arun Kumar Mishra, Advocate of R. No. 19, 4, K. S. Roy Road, Kolkata -700001 at 2.30 5 P.M. on 8th June, 2010 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 Sixth Transferor Company with the Transferee Company.
That at least twenty-one clear days before 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, 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 under certificate of posting upon each of the holders of the said Equity shares of the Applicant Companies at their respective or last known addresses.
That in addition, at least twenty-one days before the day appointed for the meetings, an advertisement convening the same and stating that copies of the said Scheme of Amalgamation and the statement required to be furnished pursuant to the section 393 of the Companies Act, 1956 and the forms of proxy can be obtained free of charge at the Registered office of the Applicant Companies or at the office of their Advocates, be inserted once in "Business Standard" Calcutta Edition and once in "Dainik Statesman". 6 Publication of the notice of the meetings in the Calcutta Gazette is dispensed with. That the advocates for the Transferee Company do within seven days from this day file in Court the form of the notice and the same shall be settled by the Assistant Registrar (Company) of the Court.
That Mr. Sailajananda Banerjee, Advocate and failing which Mr. Debasis Kar, Advocate, shall be the Chairperson of the said meeting of the Equity Shareholders of the Transferee Company to be held as aforesaid at a remuneration of 400 GM, for such meeting.
That Mr. Debasis Kar, Advocate and failing which Mr. Bijoy Brataq De, Advocate, shall be the Chairperson of the said meeting of the Equity Shareholders of the First Transferor Company to be held as aforesaid at a remuneration of 400 GM, for such meeting.
That Mr. Bijoy Brata De, Advocate and failing which Ms. Karunamoyee Samanta (Saha), Advocate, shall be the Chairperson of the said meeting of the Equity Shareholders of the Second Transferor Company to be held as aforesaid at a remuneration of 400 GM, for such meeting.
That Ms. Karunamoyee Samanta (Saha), Advocate and failing which Mr. Ashok Kumar Pandey, Advocate, shall be the 7 Chairperson of the said meeting of the Equity Shareholders of the Third Transferor Company to be held as aforesaid at a remuneration of 400 GM, for such meeting.
That Mr. Ashok Kumar Pandey, Advocate and failing which Ms. Kalpana Khan Mondal, Advocate, shall be the Chairperson of the said meeting of the Equity Shareholders of the Fourth Transferor Company to be held as aforesaid at a remuneration of 400 GM, for such meeting.
That Ms. Kalpana Khan Mondal, Advocate and failing which Mr. Sabyasachi Roychoudhury, Advocate, shall be the Chairperson of the said meeting of the Equity Shareholders of the Fifth Transferor Company to be held as aforesaid at a remuneration of 400 GM, for such meeting.
That Mr. Sabyasachi Roychoudhury, Advocate and failing which Mr. Sailajananda Banerjee, Advocate, shall be the Chairperson of the said meeting of the Equity Shareholders of the Sixth Transferor Company to be held as aforesaid at a remuneration of 400 GM, for such meeting.
The Notice shall be despatched under the personal supervision of one of the Directors of the Transferee Company who shall prove such despatch by filing an affidavit of service. 8
That the quorum for the said meetings for the Transferee company shall be 5 (Five) persons either personally or by proxy, for the First Transferor Company shall be 2 (Two) persons either personally or by proxy, for the Second Transferor Company shall be 2 (Two) persons either personally or by proxy, for the Third Transferor Company shall be 2 (Two) persons either personally or by proxy, for the Fourth Transferor Company shall be 2 (Two) persons either personally or by proxy, for the Fifth Transferor Company shall be 2 (Two) persons either personally or by proxy and for the Sixth Transferor Company 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.
9
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.
Let the summons be signed as of date. C.A. No. 241 of 2010 is disposed of.
Urgent certified photocopies of this order, if applied for, be issued to the parties subject to compliance with all requisite formalities.
(Sanjib Banerjee, J.) G/