Calcutta High Court
CA-766-2016 on 3 October, 2016
Author: Soumen Sen
Bench: Soumen Sen
ORDER SHEET
CA No.766 of 2016
IN THE HIGH COURT AT CALCUTTA
Original Jurisdiction
ORIGINAL SIDE
FRENZY COMMERCIAL PVT. LTD. & ANR.
BEFORE:
The Hon'ble JUSTICE SOUMEN SEN
Date : 3rd October, 2016.
Appearance:
Mr.A.K. Upadhyay, Adv.
The Court : In this application under Sections 391(1) and 393 of the Companies Act, 1956, the Judge's Summons has been taken out praying for dispensing with the meeting of the shareholders of the Applicant No.1, Frenzy Commercial Pvt. Ltd. being the Transferee Company and for calling of meeting of the Applicant No.2, Lentils Vincom Limited, being the Transferor Company No.1. Such prayer is allowed in view of the written consent given by all the shareholders of the Applicant No.1, which is annexed in original to the affidavit in support of the Judge's Summons.
A separate meeting of the equity shareholders of Lentils Vincom Limited, being the Applicant No.2 abovenamed (hereinafter referred to as "the Transferor Company No.1") shall be convened at 8/2, Kiran Shankar Roy Road, 3rd Floor, Room No.37, Kolkata- 700001 on 9th November, 2016 at 2 p.m. for the purpose of considering and if thought fit, approving with or without modification, a Scheme of Amalgamation of Lentils Vincom Limited, being the applicant no.2 and Hirise Infracon Limited with Frenzy Commercial Pvt. Ltd., being the applicant no.1.2
At least twenty-one clear days before the meetings to be held as aforesaid, a notice convening the said meeting, 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 by post, by courier and/or hand delivery to each of the equity shareholders of the applicant company concerned at their respective last known addresses.
In addition, at least twenty-one days before the day appointed for the meeting, an advertisement convening the same and stating that copies of the said Scheme of Amalgamation and the statement required to be furnished pursuant to section 393 of the Companies Act, 1956 and the form of proxy can be obtained free of charge at the Registered office of the Applicant Company No.2 or at the office of Advocates representing the applicant companies, shall be inserted once in "Business Standard" and once in "Aajkaal". Publication of the notice of the meeting in the Calcutta Gazette, however, is dispensed with. Advocates for the Transferee Company do within one week from the date of reopening of Court after puja vacation file in Court the form of the notice and the same shall be settled by the Assistant Registrar (Company) of the Court.
Mr. Parikshit Basu, Advocate, (Mobile No. 9804510149), failing which Mr. Subhasis Sen, Advocate of Bar Association Room No.2 shall be the Chairperson of the said meeting of the Equity Shareholders of the Transferor Company No.1 to be held as aforesaid at a remuneration of 1500 GMs., for such meeting.
The quorum for the said meeting of the equity shareholders for the Transferor Company No.1 shall be 5 (five) persons respectively either personally or by proxy. 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 Company 3 No.2 at its respective registered office not later than forty eight hours before the meeting. The Chairpersons shall have the power to adjourn the meeting, if necessary.
The value of each share shall be in accordance with the books of the Applicant Company No.2 and where entries in the books are disputed, the chairperson shall determine the value for the purpose of meeting.
The Chairperson shall report to this Court the result of the said meeting within two weeks from the date of the conclusion of the meeting and his/her report shall be verified by his/her affidavit.
Let the summons be signed as of date. CA No.766 of 2016 is disposed of. The Chairpersons and all parties concerned to act on a photocopy of this order on the usual undertaking.
(SOUMEN SEN, J.) B.Pal