Calcutta High Court
M/S. Sakshi Commercial Pvt. Ltd. & Ors vs Unknown on 5 August, 2010
Author: I. P. Mukerji
Bench: I. P. Mukerji
COMPANY APPLICATION NO. 573 OF 2010
IN THE HIGH COURT AT CALCUTTA
ORIGINAL JURISDICTION
In the matter of :
M/S. SAKSHI COMMERCIAL PVT. LTD. & ORS.
BEFORE :
The Hon'ble JUSTICE I. P. MUKERJI
Date : 5th August, 2010.
Appearance:
Mr. S.K.Tiwari, Advocate The Court : A meeting of the Shareholders of M/S SAKSHI COMMERCIAL PRIVATE LIMITED (hereinafter referred to as the "Transferee Company") shall be convened and held at the office of M/s. L. P. Tiwari & Co., 1B, Old Post Office Street, 4th Floor, Calcutta-700001 at 10.00 AM on the 17th day of September, 2010 for the purpose of considering and if thought fit approving with or without modification, a Scheme of Arrangement between the Applicant Companies and their respective shareholders for the purpose of amalgamation of the Transferor Companies with the Transferee Companies.2
A meeting of the Shareholders of M/S ALANKAR DEALTRADE PRIVATE LIMITED (hereinafter referred to as the First Transferor Company) shall be convened and held at the office of M/s. L. P. Tiwari & Co., 1B, Old Post Office Street, 4th Floor, Calcutta-700001 at 10.15 AM on the 17th day of September, 2010 for the purpose of considering and if thought fit approving with or without modification, a Scheme of Arrangement between the Applicant Companies and their respective shareholders for the purpose of amalgamation of the First Transferor Companies with the Transferee Companies.
A meeting of the Shareholders of M/S COSMAT COMMOTRADE PRIVATE LTD (hereinafter referred to as the Second Transferor Company) shall be convened and held at the office of M/s. L. P. Tiwari & Co., 1B, Old Post Office Street, 4th Floor, Calcutta-700001 at 10.30 AM on the 17th day of September, 2010 for the purpose of considering and if thought fit approving with or without modification, a Scheme of Arrangement between the Applicant Companies and their respective shareholders for the purpose of amalgamation of the Second Transferor Companies with the Transferee Companies.
A meeting of the Shareholders of M/S FORT VINIMAY PRIVATE LTD (hereinafter referred to as the Third Transferor Company) shall be convened and held at the office of M/s. L. P. Tiwari & Co., 1B, Old Post Office Street, 4th Floor, Calcutta-700001 at 10.45 AM on the 17th day of September, 2010 for the purpose of considering and if thought fit 3 approving with or without modification, a Scheme of Arrangement between the Applicant Companies and their respective shareholders for the purpose of amalgamation of the Third Transferor Companies with the Transferee Companies.
A meeting of the Shareholders of M/S SPRING SUPPLIERS PRIVATE LTD (hereinafter referred to as the Fourth Transferor Company) shall be convened and held at the office of M/s. L. P. Tiwari & Co., 1B, Old Post Office Street, 4th Floor, Calcutta-700001 at 11.00 AM on the 17th day of September, 2010 for the purpose of considering and if thought fit approving with or without modification, a Scheme of Arrangement between the Applicant Companies and their respective shareholders for the purpose of amalgamation of the Fourth Transferor Companies with the Transferee Companies A meeting of the Shareholders of M/S PURPLE COMMERCIAL PRIVATE LTD (hereinafter referred to as the Fifth Transferor Company) shall be convened and held at the office of M/s. L. P. Tiwari & Co., 1B, Old Post Office Street, 4th Floor, Calcutta-700001 at 11.15 AM on the 17th day of September, 2010 for the purpose of considering and if thought fit approving with or without modification, a Scheme of Arrangement between the Applicant Companies and their respective shareholders for the purpose of amalgamation of the Fifth Transferor Companies with the Transferee Companies 4 A meeting of the Shareholders of M/S SILVERSON SALES PRIVATE LTD (hereinafter referred to as the Sixth Transferor Company) shall be convened and held at the office of M/s. L. P. Tiwari & Co., 1B, Old Post Office Street, 4th Floor, Calcutta-700001 at 11.30 AM on the 17th day of September, 2010 for the purpose of considering and if thought fit approving with or without modification, a Scheme of Arrangement between the Applicant Companies and their respective shareholders for the purpose of amalgamation of the Sixth Transferor Companies with the Transferee Companies A meeting of the Shareholders of M/S TOPSTAR VANIJYA PRIVATE LTD (hereinafter referred to as the Seventh Transferor Company) shall be convened and held at the office of M/s. L. P. Tiwari & Co., 1B, Old Post Office Street, 4th Floor, Calcutta-700001 at 11.45 AM on the 17th day of September, 2010 for the purpose of considering and if thought fit approving with or without modification, a Scheme of Arrangement between the Applicant Companies and their respective shareholders for the purpose of amalgamation of the Seventh Transferor Companies with the Transferee Companies A meeting of the Shareholders of M/S TRIDENT DEALTRADE PRIVATE LTD (hereinafter referred to as the Eighth Transferor Company) shall be convened and held at the office of M/s. L. P. Tiwari & Co., 1B, Old Post Office Street, 4th Floor, Calcutta-700001 at 12.00 PM on the 17th 5 day of September, 2010 for the purpose of considering and if thought fit approving with or without modification, a Scheme of Arrangement between the Applicant Companies and their respective shareholders for the purpose of amalgamation of the Eighth Transferor Companies with the Transferee Companies At least 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 of Arrangement as also a copy of the statement required to be sent under section 393 of the Companies Act, 1956 and the prescribed form of proxy be served by Under Certificate of Posting or by hand delivery to each of the Shareholders of all the Applicant Companies at their respective last known addresses.
In addition, at least twenty one clear days before the date of the meetings to be held as aforesaid an advertisement convening the said meetings and stating that the copies of the said scheme together with the copy of the statement required to be sent under Section 393 of the Companies Act, 1956 and the prescribed form of proxy can be obtained free of charge at the respective registered office of the Applicant Companies or at the office of their Advocate Mr. Moti Sagar Tiwari, 1B, Old Post Office Street, 4th Floor, Calcutta-700001 be inserted once in 6 Business Standard and Dainik Statesman in Kolkata. The publication in the Kolkata Gazette is dispensed with.
The Advocate-on-Record for the Applicant Companies do within seven days from this day file in Court the form of advertisement, the form of the notice and the statement to accompany the notice and the same shall be settled by the Assistant Registrar (Company) of this Court.
Mr. Radhapada Banerjee, Bar-at-Law, Bar Library Club, and failing which Mr. Jayanta Banerjee, Advocate, Bar Library Club, shall be the Chairperson of the meeting of the Shareholders of M/S SAKSHI COMMERCIAL PRIVATE LIMITED to be held at aforesaid at a remuneration of 500 GMs.
Mr. Jayanta Banerjee, Advocate, Bar Library Club, and failing which Mr. Radhapada Banerjee, Bar-at-Law, Bar Library Club, shall be the Chairperson of the meeting of the Shareholders of M/S ALANKAR DEALTRADE PRIVATE LIMITED to be held at aforesaid at a remuneration of 500 GMs.
Ms. Pompeyi Bose, Advocate, and failing which Mr. Udayan Chakraborty, Advocate, Bar Library Club, shall be the Chairperson of the meeting of the Shareholders of M/S COSMAT COMMOTRADE PRIVATE LTD to be held at aforesaid at a remuneration of 500 GMs.
Mr. Udayan Chakraborty, Advocate, Bar Library Club, and failing which Ms. Pompeyi Bose, Advocate, shall be the Chairperson of the 7 meeting of the Shareholders of M/S FORT VINIMAY PRIVATE LTD to be held at aforesaid at a remuneration of 500 GMs.
Mr. Prasun Ranjan Gupta, Bar-at-Law, and failing which Mr. Swarnendu Ghosh, Advocate, Bar Library Club, shall be the Chairperson of the meeting of the Shareholders of M/S SPRING SUPPLIERS PRIVATE LTD to be held at aforesaid at a remuneration of 500 GMs.
Mr. Swarnendu Ghosh, Advocate, Bar Library Club, and failing which Mr. Prasun Ranjan Gupta, Bar-at-Law, shall be the Chairperson of the meeting of the Shareholders of M/S PURPLE COMMERCIAL PRIVATE LTD to be held at aforesaid at a remuneration of 500 GMs.
Mr. Supriyo Bose, Advocate, Bar Library Club, and failing which Mr. Swarnendu Ghosh, Advocate, Bar Library Club, shall be the Chairperson of the meeting of the Shareholders of M/S SILVERSON SALES PRIVATE LTD to be held at aforesaid at a remuneration of 500 GMs.
Ms. Moushumi Bhattacharya, Advocate, Bar Library Club and failing which Ms. Lopita Banerjee, Advocate, Bar Library Club, shall be the Chairperson of the meeting of the Shareholders of M/S TOPSTAR VANIJYA PRIVATE LTD to be held at aforesaid at a remuneration of 500 GMs.
Ms. Lopita Banerjee, Bar-at-Law, Bar Library Club, and failing which Ms. Moushumi Bhattacharya, Advocate, Bar Library Club, shall be 8 the Chairperson of the meeting of the Shareholders of M/S M/S TRIDENT DEALTRADE PRIVATE LTD to be held at aforesaid at a remuneration of 500 GMs.
Such Chairpersons or any persons authorised by them do issue and send out the notice of the meetings referred of above.
The quorum for the meetings of the Shareholders of both the Transferee Company and all the Transferor Company be fixed at 2 (Two) persons, present either in person or by proxy.
Voting by proxy be permitted, provided that a proxy in the prescribed form only signed by the person(s) entitled to attend and to vote at the meeting(s), is filed with the respective companies at the registered offices not later than forty-eight hours before the said meeting(s). The Chairpersons 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 company and where entries in the books are disputed, the Chairperson shall determine such value for the purposes of the meeting.
The Chairperson do report to this Court, the result of the said meeting(s) within seven weeks from the date of the meeting and their Report shall be verified by their respective affidavits.
Let the summons be signed as of date. C.A 573 of 2010 is disposed of.
9
The Chairpersons and all parties concerned to act on a photocopy of the Minutes of this order duly signed by an officer of this Court being served on them on the usual undertakings.
(I.P. MUKERJI .J) G/