Calcutta High Court
R.K.Tradecomm Pvt. Ltd. & Ors vs Before on 30 August, 2010
Author: I. P. Mukerji
Bench: I. P. Mukerji
CA No. 705 OF 2010
IN THE HIGH COURT AT CALCUTTA
ORIGINAL JURISDICTION
ORIGINAL SIDE
R.K.TRADECOMM PVT. LTD. & ORS.
AND
BEFORE:
The Hon'ble JUSTICE I. P. MUKERJI
Date : 30th August, 2010.
Mr. Ratnanko Banerjee, Adv.
Mr. D.N. Sharma,Adv.
......for petitioner.
The Court: - The separate meetings of the Equity Shareholders of the
Applicant Company Nos.1 to 3 under Section 391(1) of the Companies Act, 1956 for the
purpose of considering, and, if thought fit, approving, with or without modification, the
proposed Scheme of Amalgamation of the Applicant Company Nos.1 and 2 with the
Applicant Company No.3 shall be convened and held at the office of their Advocates-on-
Record, Messrs. Khaitan & Co at `Emerald House', 1B, Old Post Office Street, Kolkata
700 001 on Friday, the 3rd day of September, 2010 at the following times respectively:-
Applicant Name of Applicant Company Time of
No. meeting of
shareholders
1. R. K. Tradecomm Private Limited ("RKTPL") 1:30 p.m.
2. BCC Mercantile Limited ("BCCML") 1:40 p.m.
3. H. L. Investment Company Limited ("the Transferee 1:50 p.m. Company") 2 Since the said shareholders have already considered and given their consent in writing to the Scheme, such meetings may be held at short notice. That at least 2 (two) 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 under Section 393 of the Companies Act, 1956 and the prescribed form of Proxy be sent and received by prepaid letter post under Certificate of Posting or by hand through personal messenger addressed to each of the said Equity Shareholders of the Applicant Companies at their respective or last known addresses. . The advertisement of the notice of the meetings is dispensed with. The settlement of the individual notice, including statement to accompany the notice by the Assistant Registrar (Company) of this Court is also dispensed with. . The Transferee Company do issue and send out the notices of the meetings referred to above on behalf of all the companies. It shall be sufficient to mention in the notice that the meeting will be presided over by a Chairperson appointed by this Court. The Affidavit of Service proving the despatch as aforesaid shall be filed on or before the date of the meeting.
Ms.Alakananda Das, Advocate, C/o, Ms. Victor Mosses & Co. failing her Ms. Lina Majumdar,Advocate shall be the Chairperson of the said meeting of the Equity Shareholders of the Applicant Company No.1 to be held as aforesaid at a remuneration of 600 G.Ms. Ms. Lina Majumdar, Advocate, 7, Old Post Office Street,[ground floor], failing her Ms. Alakananda Das, Advocate shall be the Chairperson of the said meeting of the Equity Shareholders of the Applicant Company No.2 to be held as aforesaid at a remuneration of 600 G.Ms. Ms. Chandrani Mukherjee,Advocate Bar Association Room No.4 failing her Ms. Alakananda Das,Advocate shall be the Chairperson of the said meeting of the Equity Shareholders of the Applicant Company No.3 to be held as aforesaid at a remuneration of 600 G.Ms. 3 The quorum for the said meeting of the Equity Shareholders of RKTPL shall be 2 (two) persons present either personally or by proxy and the quorum for the said meetings of the Equity Shareholders of BCCML and the Transferee Company shall be 5 (five) persons respectively present either personally or by proxy.
The 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 meeting, is filed with the respective Applicant Company at its registered office not later than forty eight hours before the respective meeting. The Chairperson(s) 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 respective Applicant Company and, where entries in the books are disputed, the Chairperson shall determine the value for the purpose of the respective meeting.
The Chairperson(s) do report to this Court the results of the said meetings within two week from the date of the conclusion of the said meetings and the same shall be verified by affidavit.
In the facts and circumstances of this case I am not making this application returnable to ascertain the consent of the shareholders as the meetings are held according to the Companies Act and the Rules. Only, some formalities are dispensed with.
Hence, this application is disposed of.
The Chairperson(s) and all parties concerned are to act on a signed photocopy of this order on the usual undertakings.
(I. P. MUKERJI, J.) GH.