Calcutta High Court
Bodhi Art Limited & Ors vs Unknown on 19 May, 2016
Author: Biswanath Somadder
Bench: Biswanath Somadder
COMPANY APPLICATION NO.404 OF 2016 IN THE HIGH COURT AT CALCUTTA ORIGINAL JURISDICTION In the Matter of :
BODHI ART LIMITED & ORS. BEFORE :
The Hon'ble Justice BISWANATH SOMADDER Date : 19th May, 2016 Appearance :
Mr. Rajesh Singh, Advocate The Court : That a meeting of the shareholders of Bodhi Art Limited shall be convened and held at 10, Kiran Shankar Roy Road, 1st Floor, Kolkata- 700001 on the 4th day of July, 2016 at 3.00 p. m. for the purpose of considering and if thought fit approving with or without modification, the proposed Scheme of Amalgamation of Sarvamangal Trading Company Limited, Kumud Dealers Private Limited and Akarsh Printers Limited (hereinafter collectively referred to as the Transferor Companies) with Bodhi Art Limited (hereinafter referred to as the "Transferee Company").
That a meeting of the shareholders of Sarvamangal Trading Company Limited shall be convened and held at 10, Kiran Shankar Roy Road, 1st Floor, Kolkata-700001 on the 4th day of July, 2016 at 3.15 p. m. for the purpose of considering and if thought fit approving with or without modification, the Scheme of Amalgamation.
That a meeting of the shareholders of Kumud Dealers Private Limited shall be convened and held at 10, Kiran Shankar Roy Road, 1st Floor, Kolkata- 2 700001 on the 4th day of July, 2016 at 3.30 p.m. for the purpose of considering and if thought fit approving with or without modification, the Scheme of Amalgamation.
That a meeting of the shareholders of Akarsh Printers Limited shall be convened and held at 10, Kiran Shankar Roy Road, 1st Floor, Kolkata-700001 on the 4th day of July, 2016 at 3.45 p.m. for the purpose of considering and if thought fit approving with or without modification, the Scheme of Amalgamation.
That at least 21 days before the day appointed for the meeting 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 Speed Post or by Courier or by hand through Personal Messenger addressed to each of the Shareholders of all the applicant companies at their respective last known addresses.
That 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 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.3
That Advocate-on-Record for the Applicant companies do within 7 days (after obtaining an authenticated copy of this order) file in Court the form of advertisement, the form of the notices and the statement to accompany the notice and the same shall be settled by the Assistant Registrar (Company) of this Court.
That Mr. Amlan Jyoti Sengupta, Advocate, B.A. Room No. 13, failing which, Mr. Rahul Sengupta, Advocate, Bar Library Club, shall be the Chairperson of the meeting of the shareholders of Bodhi Art Limited to be held at aforesaid at a remuneration of 2000 GMs.
That Mr. Sandip Bhattacharya, Advocate, B.A. Room No. 15, failing which, Mr. Rudra Narayan Chowdhury, Advocate, Bar Library Club, shall be the Chairperson of the meeting of the shareholders of Sarvamangal Trading Company Limited to be held at aforesaid at a remuneration of 2000 GMs.
That Mr. Rudra Narayan Chowdhury, Advocate, Bar Library Club, failing which, Mr. Sandip Bhattacharya, Advocate, Bar Association Room No. 15, shall be the Chairperson of the meeting of the shareholders of Kumud Dealers Private Limited to be held at aforesaid at a remuneration of 2000 GMs.
That Mr. Keshab Bhattacharjee, Advocate, Bar Association Room No. 4, failing which, Mr. Subir Kumar Saha, Advocate, Bar Association Room No. 12, shall be the Chairperson of the meeting of the shareholders of Akarsh Printers Limited to be held at aforesaid at a remuneration of 2000 GMs.
That the Chairpersons or any person(s) authorised by them do issue the advertisement and send out the notice of the meetings referred of above. 4
The quorum for the meeting of the shareholders of the Transferee Company as well as the Transferor Companies, except Kumud Dealers Private Limited, be fixed at 5 (five) persons and for Kumud Dealers Private Limited be fixed at 2 (two) persons present either in person or by proxy.
That 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 meeting, is filed with applicant companies at their respective registered offices not later than forty-eight hours before the said meeting(s). The Chairpersons shall have the power to adjourn the meeting(s), if necessary.
That the value of each member shall be in accordance with the respective books of applicant companies and where entries in the books are disputed, the Chairperson shall determine such value for the purposes of the meeting(s).
That the Chairpersons do report to this Court, the results of the said meetings within seven weeks from the date of the conclusion of the meetings and his report shall be verified by their respective affidavits.
Summons be signed as of date. C.A. No. 404 of 2016 is accordingly disposed of without any order as to costs.
Urgent photocopies of this order, if applied for, be given to the parties subject to compliance with all requisite formalities.
(BISWANATH SOMADDER,J.) S.Chandra