Calcutta High Court
Mangalam Industrial Finance Limited & ... vs Unknown on 8 August, 2008
Author: Sanjib Banerjee
Bench: Sanjib Banerjee
CA No. 513 of 2008
IN THE HIGH COURT AT CALCUTTA
ORIGINAL SIDE
IN THE MATTER OF :
MANGALAM INDUSTRIAL FINANCE LIMITED & ORS.
BEFORE:
The Hon'ble JUSTICE SANJIB BANERJEE
Date : 8th August, 2008.
The Court :- By consent of the parties the following order is passed :-
A meeting of the shareholders of Mangalam Industrial Finance Limited(hereinafter referred to as the "transferee company") shall be convened and held at 7C, Kiran Shankar Roy Road, ground floor, Kolkata - 700 001 on September 2,2008 at
2 pm for the purpose of considering and if thought fit approving with or without modification, the scheme of amalgamation proposed of Amrit Commotrade Private Limited and Action Dealcom Private Limited(hereinafter collectively referred to as the "transferor companies") with Mangalam Industrial Finance Limited.
A meeting of the shareholders of Amrit Commotrade Private Limited shall be convened and held at 7C, Kiran Shankar Roy Road, ground floor,Kolkata -700 001 on September 2,2008 at 2.15 pm for the purpose of considering and if 2 thought fit approving with or without modification the proposed scheme of amalgamation.
A meeting of the shareholders of Action Dealcom Private Limited shall be convened and held at 7C, Kiran Shankar Roy Road, ground floor, Kolkata - 700001 on September 2,2008 at 2.30 pm 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 times 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 and the prescribed form of proxy can be obtained free of charge at the respective registered offices of the applicant companies 3 or at the office of M/s. Mukherjee Agarwalla & Co. of 7C, Kiran Shankar Roy Road, ground floor, Kolkata - 700 001 be inserted once in "The Statesman" and "Dainak 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 Basudeb Mukhopadhyay, Advocate of Bar Association Room No. 5 and failing which Ms Urbashi Banerjee, Advocate of Bar Association Room No. 5 shall be the Chairperson of the meeting of the shareholders of Mangalam Industrial Finance Limited to be held at the aforesaid at a remuneration of 400 GMs.
Ms. Urbashi Banerjee, Advocate of Bar Association Room No. 5 and failing which Mr. Srijib Chakraborty, Advocate of Bar Association Room No. 15 shall be the Chairperson of the meeting of the shareholders of Amrit Commotrade Private Limited to be held at the aforesaid at a remuneration of 400 GMs.
Mr. Srijib Chakraborty, Advocate of Bar Association Room No. 15 and failing which Mr Basudeb Mukhopadhyay,Advocate of 4 Bar Association Room No. 5 shall be the Chairperson of the meeting of the shareholders of Action Dealcom Private Limited to be held at the aforesaid at a remuneration of 400 GMs.
Such Chairpersons or any persons authorised by them do issue and send out the notice of the meetings referred to above.
The quorum for the meetings of the shareholders of the transferor companies be fixed at 2(two) and that of the transferee company 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 meeting(s), is filed with the respective companies at the registered offices not later than fortyeight hours before the said meeting(s). The Chairmen/Chairpersons shall have the power to adjourn the meeting(s), 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 Chairpersons shall determine such value for the purposes of the meetings.
The Chairpersons do report to this Court, the result of the said meeting(s) within seven weeks from the date of the 5 meeting and their report shall be verified by their respective affidavits.
Urgent certified photostat copy of this order, if applied for, be supplied to the parties subject to compliance with all requisite formalities.
(SANJIB BANERJEE, J.) skc