Calcutta High Court
The Companies Act vs Unknown on 15 February, 2010
Author: Sanjib Banerjee
Bench: Sanjib Banerjee
COMPANY APPLICATION NO. 90 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 Section
391(1) and 393 of the said Act;
AND
IN THE MATTER OF:
MAESTRO COMMERCE PRIVATE
LIMITED.
A company incorporated under the
Companies Act, 1956 and having
its Registered Office at 13C, Bechu
Chatterjee Street, Kolkata - 700
009, in the state of West Bengal
within the aforesaid jurisdiction.
AND
IN THE MATTER OF:
RANISATI COMMOTRADE
PRIVATE LIMITED.
2
A company incorporated under the
Companies Act, 1956 and having
its Registered Office at 3, Saklet
Place, Kolkata - 700 072, in the
State of West Bengal within the
aforesaid Jurisdiction.
WITH
IN THE MATTER OF:
BLUE PRINT SECURITIES
LIMITED.
A company incorporated under the
Companies Act, 1956 and having
its Registered Office at 1, Crooked
Lane, Kolkata - 700 069 in the
State of West Bengal within the
aforesaid Jurisdiction.
AND
IN THE MATTER OF:
1.MAESTRO COMMERCE PVT. LTD.
2. RANISATI COMMOTRADE PVT. LTD.
3. BLUE PRINT SECURITIES LTD.
....Applicants Before :
The Hon'ble JUSTICE SANJIB BANERJEE 3 Date : 15th February, 2010.
IT IS ORDERED :
1. THAT a Meeting of the Equity Shareholders of the MAESTRO COMMERCE PRIVATE LIMITED and RANISATI COMMOTRADE PRIVATE LIMITED (hereinafter referred to as THE TRANSFEROR COMPANIES) shall be convened and held at 16, Ganesh Chandra Avenue, 7th Floor, Kolkata - 700 013 on the 7th day of May, 2010 at 4.00 P.M. and 4.15 P.M. respectively for the purpose of considering and if thought fit, approving with or without modification, the Scheme of Amalgamation of THE TRANSFEROR COMPANIES with BLUE PRINT SECURITIES LIMITED (hereinafter referred to as THE TRANSFEREE COMPANY).
2. THAT a Meeting of the Equity Shareholders of the BLUE PRINT SECURITIES LIMITED (hereinafter referred as THE TRANSFEREE COMPANY) shall be convened and held at 16, Ganesh Chandra Avenue, 7th floor, Kolkata - 700 013 on the 7th day of May, 2010 at 4.30 P.M. for the purpose of 4 considering and if thought fit, approving with or without modifications, the said Scheme of Amalgamation.
3. THAT at least 21 clear days before the day appointed for the meetings an advertisement convening the same and stating that copies of the Scheme and of the Statement required to be furnished pursuant to Section 393 and forms of Proxy can be obtained free of charge by any holder of Equity Shares at the registered office of the Applicant companies or at the office of its Advocate, Mrs. Jayita Samajdar (Bhaduri), 7C, Kiron Shankar Roy Road, Basement, Kolkata - 700 001, be inserted once in the 'Financial Express' (English Edition) and once in 'Dainik Statesman' (Bengali Edition) at Kolkata.
4. THAT, in addition, at least 21 clear days before the day appointed for the meetings to be held as aforesaid, a notice convening the said meeting at the place and time 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, shall be sent by under certificate of posting or by hand 5 delivery to each of the Equity Shareholders of the Applicant Companies at their respective registered or last known addresses.
5. THAT the Advocate for the Applicant Companies do within ten days (after obtaining the urgent xerox certified copy of the order), file in the Court, the Form of Advertisement, the Notice and the Statement to accompany the notice and the statement to accompany the notice and the same shall be settled by the Assistant Registrar (Company) of this Court.
6. THAT Ms. Sudeshna Roy Banerjee, Advocate, and failing her Mr. A. C. Maitra, Sr. Advocate, shall be the Chairperson of the said meeting of the Equity Shareholders of MAESTRO COMMERCE PRIVATE LIMITED (TRANSFEROR COMPANY), a consolidated remuneration of 400 GM.
7. THAT Mr. A. C. Maitra, Sr. Advocate, and failing him Mr. Manuwar Ali, Advocate, shall be the Chairperson of the Meeting of the Equity Shareholders of RANISATI 6 COMMOTRADE PRIVATE LIMITED (TRANSFEROR COMPANY) at a consolidated remuneration of 400 GM.
8. THAT Mr. Manuwar Ali, Advocate, and failing him Ms. Sudeshna Roy Banerjee, Advocate, shall be the Chairperson of the Meeting of the Equity Shareholders of BLUE PRINT SECURITIES LIMITED (TRANSFEREE COMPANY) at a consolidated remuneration of 400 GM.
9. THAT any one of the Chairpersons appointed for the above said meetings or any person authorized by them or any one of them do issue or cause to be issued the Advertisement of the said meetings referred above and send out the Notice of the said meetings referred to above.
10. THAT the quorum for the said meeting of the Equity Shareholders of the Applicant Company Nos.1 and 2 shall be Five (5) members present in person and the Applicant Company No.3 shall be Twenty-five (25) members present in person.7
11. THAT the Chairperson of each of the meetings shall have the power to adjourn the meeting from time to time, if so required.
12. Voting by Proxy be permitted provided a Proxy in prescribed form duly signed by the person(s) entitled to attend and vote at the respective meetings, is filed with the respective Applicant Companies at its Registered Office not later than forty eight hours before the meetings.
13. Publication of the Notice convening meetings in the Official Gazette is dispensed with.
14. That the Chairperson(s) of the aforesaid meetings shall have and exercise all powers to convene, hold and conduct the said meetings in a peaceful manner.
15. IT IS FURTHER ORDERED that the Chairpersons do report to this Court the results of the said meetings or any adjournment thereof within three weeks from the date of the 8 conclusion of the respective meetings and the reports shall be verified by their affidavits.
Let the summons be signed as of date. C.A. No. 90 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.) bp.
A.R(C.R)