Calcutta High Court
Highland Dealcom Limited & Ors vs Unknown on 1 July, 2010
Author: I.P. Mukerji
Bench: I.P. Mukerji
CA No.453 of 2010
In The High Court at Calcutta
Original Jurisdiction
In the Matter of :
Highland Dealcom Limited & Ors.
Ms.Manju Bhuteria, Advocate appears.
BEFORE:
The Hon'ble JUSTICE I.P. MUKERJI
Date : July 1, 2010.
The Court:-A meeting of the Equity Shareholders of Highland Dealcom Limited , being the applicant no.1 herein shall be convened and held at Bijan Theatre, 5A, Raja Raj Kissan Street, Kolkata-700006, on Friday, the August 13, 2010 at 4.00 P.M. for the purpose of considering, and if thought fit, approving, with or without modification, the proposed Scheme of Amalgamation of the applicant nos.1,2,3 and 4 with the applicant no. 5 abovenamed.
A meeting of the Equity Shareholders of Dignity Suppliers Limited, being the applicant no.2 herein shall be convened and held at Bijan Theatre, 5A, Raja Raj Kissan Street, Kolkata-700006, on Friday, the August 13, 2010 at 4.15 P.M. for the purpose of considering, and if thought fit, approving, with or without modification, the proposed Scheme of Amalgamation of the applicant nos.1, 2, 3 and 4 with the applicant no. 5 abovenamed. 2 A meeting of the Equity Shareholders of Astha Tradelink (P) Limited , being the applicant no.3 herein shall be convened and held at Bijan Theatre, 5A, Raja Raj Kissan Street, Kolkata-700006, on Friday, the August 13, 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 nos.1, 2, 3 and 4 with the applicant no. 5 abovenamed.
A meeting of the Equity Shareholders of Sarathi Dealers (P), being the applicant no.4 herein shall be convened and held at Bijan Theatre, 5A, Raja Raj Kissan Street, Kolkata-700006, on Friday, the August 13, 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 nos.1, 2, 3 and 4 with the applicant no. 5 abovenamed.
A meeting of the Equity Shareholders of Twenty First Century (India) Limited, being the applicant no. 5 herein shall be convened and held at Bijan Theatre, 5A, Raja Raj Kissan Street, Kolkata-700006, on Friday, the August 13, 2010 at 5.00 P.M. for the purpose of considering, and if thought fit, approving, with or without modification, the proposed Scheme of Amalgamation of the applicant nos.1, 2, 3 and 4 with the applicant no. 5 abovenamed.
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 3 be obtained free of charge at the registered office of the concerned applicant companies or at the office of their Advocate Mr. Pradeep Kumar Jewrajka, 10, Kiran Shankar Roy Road, 2nd Floor, Room No. 35, Calcutta 700 001 be inserted once each in the "Pratidin" Bengali newspaper and in "The Business Standard" English newspaper. The publication in the Calcutta Gazette is dispensed with.
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 concerned at their respective or last known addresses.
Advocate-on-Record for the Applicant Companies do within 7 days (after obtaining an authenticated copy of this 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.
Mr.Sailendra Kumar Tiwari, Advocate, Bar Library Club failing which Ms. Swati Mukherjee Bar Assn. Room No.2, Advocate shall be the Chairperson for the said meeting of the Equity Shareholders of the Applicant No.1 to be held as aforesaid at a remuneration of 500 G.M. 4 Ms. Swati Mukherjee, Bar Assn. Room No.2, Advocate failing which Mr. Sailendra Kumar Tiwari, Advocate shall be the Chairperson for the said meeting of the Equity Shareholders of the Applicant No.2 to be held as aforesaid at a remuneration of 500 G.M. Ms. Jhumur Chakraborty Bar Assn. Room No.4, Advocate failing which Ms. Dipanwita Ghosh (Chowdhury) Bar Assn. Room No.8, Advocate shall be the Chairperson for the said meeting of the Equity Shareholders of the Applicant No.3 to be held as aforesaid at a remuneration of 500 G.M. Ms. Dipanwita Ghosh (Chowdhury) Bar Assn. Room No.8, Advocate failing which Ms. Jhumur Chakraborty Bar Assn. Room No.4, Advocate shall be the Chairperson for the said meeting of the Equity Shareholders of the Applicant No.4 to be held as aforesaid at a remuneration of 500 G.M. Ms. Rikta Chatterjee Bar Assn. Room No.14, Advocate failing which Ms. Swati Mukherjee Bar Assn. Room No.2 Advocate shall be the Chairperson for the said meeting of the Equity Shareholders of the Applicant No.5 to be held as aforesaid at a remuneration of 500 G.M. Any one of the Chairpersons 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.
The quorum for the respective meetings of the Equity Shareholders of the Applicant nos. 1,2 and 5 shall be fixed at 5 (five) persons each present either in person or in proxy and the quorum for the respective meetings of the Equity 5 Shareholders of the Applicant nos. 3 and 4 shall be fixed at 2 (two) persons each present either in person or in 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 concerned Applicant Companies at their Registered Office not later than forty eight hours before the meetings. Any one of the Chairpersons shall have the power to adjourn the meeting, if necessary.
The value of each member shall be in accordance with the respective books of the concerned Applicant Companies and where entries in the books are disputed, the Chairperson concerned shall determine the value for the purpose of the meeting.
The Chairpersons do report to this Court the results of the said meetings within three weeks from the date of the conclusion of the respective meetings and their respective report shall be verified by their respective affidavits.
Summons be signed as of date. C.A. No. 453 of 2010 is disposed of. All parties concerned are to act on a signed photocopy of this order on the usual undertaking.
(I.P. MUKERJI, J.) nm A.R.(C..R.) 6