Calcutta High Court
The Companies Act vs Unknown on 23 March, 2010
Author: Sanjib Banerjee
Bench: Sanjib Banerjee
COMPANY APPLICATION NO. 211 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:
NKP TRACOM PRIVATE LIMITED, a
company incorporated under the provisions
of the Companies Act, 1956 and having its
Registered Office at 56 Sri Hari Ram Goenka
Street, Ist floor, Kolkata:700007, within the
aforesaid jurisdiction.
And
In the matter of:
NKP METAL TRADING PRIVATE
LIMITED, a company incorporated under
the provisions of the Companies Act, 1956
and having its Registered Office at 2 ST
2
George Gate Road, Hastings, Kolkata
700022, within the aforesaid jurisdiction.
And
In the matter of:
HOOGHLY EXPORTS PRIVATE LIMITED,
a company incorporated under the
provisions of the Companies Act, 1956 and
having its Registered Office at 99 A Park
Street, Kolkata 700016, within the aforesaid
jurisdiction.
And
In the matter of:-
NKP EXPORTS PRIVATE LIMITED, a
company incorporated under the
provisions of the Companies Act, 1956 and
having its Registered Office at 2 ST George
Gate Road, Hastings, Kolkata 700022,
within the aforesaid jurisdiction.
1. NKP TRACOM PRIVATE LIMITED
2. NKP METAL TRADING PRIVATE
LIMITED
3. HOOGHLY EXPORTS PRIVATE
LIMITED
4. NKP EXPORTS PRIVATE LIMITED
APPLICANTS
Cor: SANJIB BANERJEE J.
March 23, 2010.
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IT IS ORDERED:
1. That a meeting of the Equity Shareholders of NKP Tracom Private
Limited (hereinafter referred to as the "NTPL") shall be convened and
held at 10, Old Post Office Street, First Floor, Room No.45, Kolkata
700001, on the 7TH day of May, 2010 at 4.30 P.M. 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 to 3 with the Applicant Company No.4.
2. That a meeting of the Equity Shareholders of NKP Metal Trading
Private Limited (hereinafter referred to as the "NMTPL") shall be
convened and held at 10, Old Post Office Street, First Floor, Room
No.45, Kolkata 700001, on the 7TH day of May, 2010 at 4.45 P.M. 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 to 3 with the Applicant Company No.4.
3. That a meeting of the Equity Shareholders of Hooghly Exports
Private Limited (hereinafter referred to as the "HEPL ") shall be
convened and held at 10,Old Post Office Street, First Floor, Room
4
No.45, Kolkata 700001, on the 7TH day of May, 2010 at 5.00P.M.
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 to 3 with the Applicant
Company No.4.
4. That a meeting of the Equity Shareholders of NKP Exports Private
Limited (hereinafter referred to as the "NEPL") shall be convened
and held at 10, Old Post Office Street, First Floor, Room No.45,
Kolkata 700001, on the 7TH day of May, 2010 at 5.15 P.M. 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 to 3 with the Applicant Company
No.4.
5. That at least 21 (twenty one) clear days before the date of the
said meetings an advertisement convening the same and stating
that copies of the said Scheme of Amalgamation and of the
statement required to be furnished pursuant to section 393 of
the Companies Act 1956 and a form of proxy can be obtained
free of charge at the Registered Office of the Applicant Companies
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or at the office of their Advocate Misra & Company, 10, Old Post
Office Street, (1st Floor) Kolkata 700 001 be inserted once each
in the "Pratidin" and in "Financial Express". The publication in
the Calcutta Gazette is dispensed with.
6. That in addition, at least 21 (twenty one) 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 by Prepaid Post under Certificate of
Posting or by hand through Personal Messenger addressed to
each of the Equity Shareholders in the Applicant Companies at
their respective or last known addresses.
7. That the Advocate-on-Record for the Applicant Companies do
within 7 days (after obtaining the signed copy of the minutes of
the order) file in Court the form of the notices and the statement
to accompany the notice and the same shall be settled by the
Assistant Registrar (Company) of this Court.
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8. That Mr. Nirmal Manna, Advocate, failing him Mr. Dilip Das,
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 400 GM.
9. That Mr. Dilip Das, Advocate, failing him Ms. Soma Paul,
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 400 GM.
10. That Ms. Soma Paul, Advocate, failing her Ms. Paramita Paul,
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 400 GM.
11. That Ms. Paramita Paul, Advocate, failing her Mr. Nirmal
Manna, Advocate, shall be the Chairperson of the said meeting of
the Equity Shareholders of the Applicant Company No. 4 to be
held as aforesaid at a remuneration 400 GM.
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12. That any one of the Chairperson appointed for the said meetings
or any person authorised by them or any one of them do issue
and send out the notice of the said meetings referred to above.
13. That the quorum for each of the meetings of the Equity
Shareholders of the Applicant Companies may be fixed at 2 ( two
) persons each present in person or in proxy.
14. That 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 respective Applicant
Companies at their Registered Office not later than forty eight
hours before the meetings. Any one of the Chairperson shall have
the power to adjourn the meeting, if necessary.
15. That the value of each member shall be in accordance with the
respective books of the respective Applicant Companies and
where entries in the books are disputed, the Chairperson shall
determine the value for the purpose of the meeting.
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16. That the respective Chairperson do report to this Court the
results of the said meetings within four weeks from the date of
the conclusion of the respective meetings and their respective
report shall be verified by their respective affidavits.
17. Judges Summons be signed as of date. C.A No. 211 of 2010 is
disposed of.
18. Urgent certified photocopies of the order if applied for, be issued
to the parties subject to compliance with all requisite formalities .
.
(SANJIB BANERJEE, J.) Sg.