Calcutta High Court
344/2011 on 4 April, 2011
Author: I. P. Mukerji
Bench: I. P. Mukerji
CA No. 344 of 2011
IN THE HIGH COURT AT CALCUTTA
Original Jurisdiction
ORIGINAL SIDE
SADGI COMMERCIAL & FINANCE PVT. LTD. & ORS.
BEFORE:
The Hon'ble JUSTICE I. P. MUKERJI
Date: 4th April, 2011 Mr. D. N. Sharma, Adv.
..appears A meeting of the equity shareholders of Sadgi Commercial & Finance Private Limited, the applicant company no.1 abovenamed (hereinafter referred to as 'SADGI') 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 Sadgi Commercial & Finance Private Limited, Trishala Commercial & Finance Private Limited, Meghavi Dealers Private Limited, Love Dale Traders Private Limited, Samriddhi Vyapaar Private Limited and Ashirwad Fashion Private Limited with Santima Sponge Iron Private Limited, the Transferee Company shall be convened and held at 4, Fairlie Place, HMP House, 1st Floor, Room no.113, Kolkata-700 001 on Tuesday, the 10th day of May , 2011 at 10.00 am.
A meeting of the equity shareholders of Trishala Commercial & Finance Private Limited, the applicant company no.2 abovenamed (hereinafter referred to as 'TRISHALA') under Section 391(1) of the 2 Companies Act, 1956 for the purpose of considering, and, if thought fit, approving, with or without modification, the proposed Scheme of Amalgamation of Sadgi Commercial & Finance Private Limited, Trishala Commercial & Finance Private Limited, Meghavi Dealers Private Limited, Love Dale Traders Private Limited,. Samriddhi Vyapaar Private Limited and Ashirwad Fashion Private Limited with Santima Sponge Iron Private Limited, the Transferee Company shall be convened and held at 4, Fairlie Place, HMP House, 1st Floor, Room 113, Kolkata-700 001 on Tuesday , the 10th day of May , 2011 at 10.30 am.
A meeting of the equity shareholders of Meghavi Dealers Private Limited, the applicant company no.3 abovenamed (hereinafter referred to as 'MEGHAVI') 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 Sadgi Commercial & Finance Private Limited, Trishala Commercial & Finance Private Limited, Meghavi Dealers Private Limited, Love Dale Traders Private Limited,. Samriddhi Vyapaar Private Limited and Ashirwad Fashion Private Limited with Santima Sponge Iron Private Limited, the Transferee Company shall be convened and held at 4, Fairlie Place, HMP House, 1st Floor, Room 113, Kolkata-700 001 on Tuesday , the 10th day of May , 2011 at 11.00 am.
A meeting of the equity shareholders of Love Dale Traders Private Limited, the applicant company no.4 abovenamed (hereinafter referred to 3 as 'LOVE DALE') 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 Sadgi Commercial & Finance Private Limited, Trishala Commercial & Finance Private Limited, Meghavi Dealers Private Limited, Love Dale Traders Private Limited,. Samriddhi Vyapaar Private Limited and Ashirwad Fashion Private Limited with Santima Sponge Iron Private Limited, the Transferee Company shall be convened and held at 4, Fairlie Place, HMP House, 1st Floor, Room 113, Kolkata-700 001 on Tuesday , the 10th day of May , 2011 at 11.30 am.
A meeting of the equity shareholders of Samriddhi Vyapar Private Limited, the applicant company no.5 abovenamed (hereinafter referred to as 'SAMRIDDHI') 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 Sadgi Commercial & Finance Private Limited, Trishala Commercial & Finance Private Limited, Meghavi Dealers Private Limited, Love Dale Traders Private Limited,. Samriddhi Vyapaar Private Limited and Ashirwad Fashion Private Limited with Santima Sponge Iron Private Limited, the Transferee Company shall be convened and held at 4, Fairlie Place, HMP House, 1st Floor, Room 113, Kolkata-700 001 on Tuesday , the 10th day of May , 2011 at 12.00 noon.
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A meeting of the equity shareholders of Ashirwad Fashion Private Limited, the applicant company no.6 abovenamed (hereinafter referred to as 'ASHIRWAD') 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 Sadgi Commercial & Finance Private Limited, Trishala Commercial & Finance Private Limited, Meghavi Dealers Private Limited, Love Dale Traders Private Limited,. Samriddhi Vyapaar Private Limited and Ashirwad Fashion Private Limited with Santima Sponge Iron Private Limited, the Transferee Company shall be convened and held at 4, Fairlie Place, HMP House, 1st Floor, Room 113, Kolkata-700 001 on Tuesday , the 10th day of May , 2011 at 12.30 pm. A meeting of the equity shareholders of Santima Sponge Iron Private Limited, the applicant company no.7 abovenamed (hereinafter referred to as 'TRANSFEREE COMPANY') 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 Sadgi Commercial & Finance Private Limited, Trishala Commercial & Finance Private Limited, Meghavi Dealers Private Limited, Love Dale Traders Private Limited,. Samriddhi Vyapaar Private Limited and Ashirwad Fashion Private Limited with Santima Sponge Iron Private Limited, the Transferee Company shall be convened and held at 4, Fairlie 5 Place, HMP House, 1st Floor, Room 113, Kolkata-700 001 on Tuesday , the 10th day of May , 2011 at 1.00 pm. 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 be inserted once each in "The Business Standard"
English newspaper and "Aajkal" Bengali newspaper in Kolkata. 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, Notices convening the said meetings at the place and time 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 sent by ordinary post and by hand through Personal Messenger addressed to each of the said shareholders of the Applicant Companies at their respective or last known addresses.
The Advocates-on-Record for the Applicant Companies do within 10 days (after obtaining an authenticated copy of this order) file in Court the form of the notices, advertisement and the statement to accompany the notices and the same shall be settled by the Assistant Registrar (Company) of this Court.6
Mr. Dipak Kumar Das, Advocate, 9, Old Post Office Street, Kol-1 failing him, Mr. Siddhartha Sankar Chakraborty, Advocate, Bar Association Room No.14 shall be the Chairperson of the said meeting of the equity Shareholders of SADGI, the Applicant Company no.1 to be held as aforesaid at a remuneration of 600 GMs.
Mr. Siddhartha Sankar Chakraborty, Advocate, Bar Association Room No.14 failing him, Mr. Dipak Kumar Das, Advocate, 9, Old Post Office Street, Kol-1 shall be the Chairperson of the said meeting of the equity Shareholders of TRISHALA, the Applicant Company no.2 to be held as aforesaid at a remuneration of 600 GMs.
Mr. Sanjib Bandopadhyay, Advocate, Bar Association Room No.14 failing him Mr. Siddhartha Sankar Chakraborty, Advocate, Bar Association Room No.14 shall be the Chairperson of the said meeting of the equity Shareholders of MEGHAVI, the Applicant Company no.3 to be held as aforesaid at a remuneration of 600 GMs.
Mr. Sushil Kumar Mishra, Advocate, Bar Association Room No.4 failing him Ms. Sima Adhikari, Advocate, Bar Association Room No.14 shall be the Chairperson of the said meeting of the equity Shareholders of LOVE DALE, the Applicant Company no.4 to be held as aforesaid at a remuneration of 600 GMs.
Ms. Sima Adhikari, Advocate, Bar Association Room No.14 failing her, Mr. Sushil Kumar Mishra, Advocate, Bar Association Room No.4 shall be the Chairperson of the said meeting of the equity Shareholders of 7 SAMRIDDHI, the Applicant Company no.5 to be held as aforesaid at a remuneration of 600 GMs.
Mr. Om Narain Rai, Advocate, Bar Association Room No.2 failing him, Mr. Prasanta Kumar Banerjee, Advocate, Bar Association Room No.2 shall be the Chairperson of the said meeting of the equity Shareholders of ASHIRWAD, the Applicant Company no.6 to be held as aforesaid at a remuneration of 600 GMs.
Mr. Prasanta Kumar Banerjee, Advocate, Bar Association Room No.2 failing him, Mr. Om Narain Rai, Advocate, Bar Association Room No.2 shall be the Chairperson of the said meeting of the equity Shareholders of the TRANSFEREE COMPANY, the Applicant Company no.7 to be held as aforesaid at a remuneration of 600 GMs.
The Chairpersons appointed for the said meetings or any person authorised by him/her do issue and send out the notices of the said meeting referred to above.
The quorum for the said meeting of the equity Shareholders of the Applicant Companies shall be 2 (two) persons present either personally or by 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 meetings, is filed with the Applicant Companies at their registered offices not later than forty eight hours before the meetings. The Chairpersons shall have the power to adjourn the meetings, if necessary. 8
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 the meetings.
The Chairpersons do report to this Court the result of the said meetings within two week from the date of the conclusion of the said meetings and the same shall be verified by their respective affidavits.
Leave is given to sign the Summons as of date.
With the aforesaid, the application being C.A. No.344 of 2011 is disposed of.
The Chairpersons and all parties concerned are to act on a signed photocopy of this order on the usual undertakings.
(I. P. MUKERJI, J.) AKGoswami