Calcutta High Court
The Companies Act vs Unknown on 16 February, 2010
Author: Sanjib Banerjee
Bench: Sanjib Banerjee
Company Application No. 48 of 2010
In the High Court at Calcutta
Original Jurisdiction
In the matter of:
The Companies Act, 1956;
And
In the matter of:
An application under Sections 391(1)
and 393 of the said Act;
And
In the matter of:
Atreyi Vincom Private Limited, a
company incorporated under the
provisions of the Companies Act, 1956
and having its registered office at 23B,
Kalakar Street, 1st Floor, Kolkata-
700007, within the aforesaid jurisdiction;
And
In the matter of:
2
Garden Tieup Private Limited, a
company incorporated under the
provisions of the Companies Act, 1956
having its registered office at 23B,
Kalakar Street, 1st Floor, Kolkata-
700007 within the aforesaid jurisdiction;
And
In the matter of :
Exclusive Goods Private Limited, a
company incorporated under the
provisions of the Companies Act, 1956
and having its registered office at 23B,
Kalakar Street, 1st Floor, Kolkata-
700007, within the aforesaid jurisdiction;
And
In the matter of:
Gala Vanijya Private Limited, a company
incorporated under the provisions of the
Companies Act, 1956 having its
registered office at 23B, Kalakar Street,
3
1st Floor, Kolkata- 700007 within the
aforesaid jurisdiction;
And
In the matter of:
1.Atreyi Vincom Private Limited
2. Garden Tieup Private Limited
3. Exclusive Goods Private Limited
4. Gala Vanijya Private Limited ...Applicants Before the Hon'ble Justice SANJIB BANERJEE 16th day of February, 2010 IT IS ORDERED
1. A meeting of the holders of the Equity Shares in Atreyi Vincom Private Limited (hereinafter referred to as the "Transferee Company" shall be convened and held at 7C, Kiran Shankar Roy Road, Ground Floor, Kolkata- 700001 on the 19th day of March, 2010, at 12.00 Noon for the purpose of considering and if thought fit, approving, with or without modifications, the Scheme of Amalgamation of Garden Tieup Private Limited, Exclusive Goods Private Limited and Gala Vanijya Private Limited (hereinafter 4 referred to as the "Transferor Company") with Atreyi Vincom Private Limited (hereinafter referred to as the "Transferee Company").
2. A meeting of the holders of the Equity Shares in Garden Tieup Private Limited shall be convened and held at 7C, Kiran Shankar Roy Road, Kolkata- 700001 on the 19th day of March, 2010 at 12.15 P.M. for the purpose of considering, and if thought fit, approving, with or without modifications, the said Scheme.
3. A meeting of the holders of the Equity Shares in Exclusive Goods Private Limited shall be convened and held at 7C, Kiran Shankar Roy Road, Kolkata- 700001 on the 19th day of March, 2010 at 12.30 P.M. for the purpose of considering, and if thought fit, approving, with or without modifications, the said Scheme.
4. A meeting of the holders of the Equity Shares in Gala Vanijya Private Limited shall be convened and held at 7C, Kiran Shankar Roy Road, Kolkata- 700001 on the 19th day of March, 2010 at 12.45 P.M. for the purpose of considering, and if thought fit, approving, with or without modifications, the said Scheme. 5
5. At least 21 clear days before 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, 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 upon them under certificate of posting or personally by hand to each of the holders of the Equity Shares in the Applicant Companies at their respective or last known addresses.
6. 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 from the Registered Offices of the Applicant Company Nos. 1 to 4 or from the office of their Advocates, M/s. Mukherjee Agarwalla & Co., 7C, Kiran Shankar Roy Road, Ground Floor, Kolkata- 700001 be inserted once in "The Statesman" and once in "Dainik Statesman" in Kolkata. The publication in the Calcutta Gazette is dispensed with.
6
7. The Advocate on Record for the Applicant Companies do within seven days 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.
8. Ms. Swapna Mukherjee (Banerjee), Advocate, and failing her Mr. Biswajit Kumar, Advocate shall be the Chairperson of the said meetings of the Equity Shareholders of Atreyi Vincom Private Limited to be held at aforesaid at a remuneration of 400 GM.
9. Mr. Biswajit Kumar, Advocate, and failing him Mr. Siddhartha Sankar Roy, Advocate shall be the Chairperson of the said meetings of the Equity Shareholders of Garden Tieup Private Limited to be held at aforesaid at a remuneration of 400 GM.
10. Mr. Siddhartha Sankar Roy, Advocate, and failing him Mr. Dipanjan Mishra, Advocate shall be the Chairperson of the said meetings of the Equity Shareholders of Exclusive Goods Private Limited to be held at aforesaid at a remuneration of 400 GM. 7
11. Mr. Dipanjan Mishra, Advocate, and failing him Ms. Swapna Mukherjee (Banerjee), Advocate shall be the Chairperson of the said meetings of the Equity Shareholders of Gala Vanijya Private Limited to be held at aforesaid at a remuneration of 400 GM.
12. Such Chairpersons or any persons authorized by them do issue and send out the notice of meetings referred of above.
13. The quorum of meetings of Equity Shareholders of the Transferor Companies shall be 4 (four) persons and the "Transferee Company" shall be 2 (two) persons present either in person or by proxy.
14. 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 respective meetings is filed with the Transferee Company at their respective registered office not later than forty- eight hours before the meetings. The Chairpersons shall have the power to adjourn the meetings, if necessary. 8
15. The value of each member shall be in accordance with the books of the Applicant Companies and where entries in the books are disputed, the Chairpersons shall determine the value for the purpose of meeting.
16. 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 their reports shall be verified by their respective affidavits.
17. Let the summons be signed as of date. C.A. No. 48 of 2010 is disposed of.
18. Urgent certified photocopies of this order, if applied for, be issued to the parties subject to compliance with all requisite formalities.
(SANJIB BANERJEE, J.) bp.
A.R(C.R)