Calcutta High Court
The Companies Act vs Unknown on 16 February, 2010
Author: Sanjib Banerjee
Bench: Sanjib Banerjee
Company Application No. 46 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:
Ambika Infra Developers Private Limited,
a company incorporated under the
provisions of the Companies Act, 1956
and having its registered office at 101,
Park Street, 4th floor, Kolkata- 700016,
West Bengal within the aforesaid
jurisdiction;
And
In the matter of:
2
Ishani Farming Private Limited, a
company incorporated under the
provisions of the Companies Act, 1956
having its registered office at 101, Park
Street, 4th floor, Kolkata- 700016, West
Bengal within the aforesaid jurisdiction;
And
In the matter of:
A. Kay Homes Private Limited, a
company incorporated under the
provisions of the Companies Act, 1956
and having its registered office at 15/1A,
Loudon Street, Kolkata- 700017, West
Bengal within the aforesaid jurisdiction
And
In the matter of:
Aparnaa Properties Private Limited, a
company incorporated under the
provisions of the Companies Act, 1956
and having its registered office at
15/1A, Loudon Street, Kolkata- 700017,
3
West Bengal within the aforesaid
jurisdiction
And
In the Matter of :
S. Kay Apartments Private Limited, a
company incorporated under the
provisions of the Companies Act, 1956
and having its registered office at 15/1A,
Loudon Street, Kolkata- 700017, West
Bengal within the aforesaid jurisdiction
And
In the matter of:
Aditi Apartments Private Limited, a
company incorporated under the
provisions of the Companies Act, 1956
and having its registered office at
15/1A, Loudon Street, Kolkata-
700017, West Bengal within the
aforesaid jurisdiction
And
In the matter of:
4
Aparnaa Securities Private Limited, a
company incorporated under the
provisions of the Companies Act, 1956
and having its registered office at 101,
Park Street, Kolkata- 700016, West
Bengal within the aforesaid jurisdiction
And
In the matter of:
Aparnaa International Private Limited, a
company incorporated under the
provisions of the Companies Act, 1956
and having its registered office at 15/1A,
Loudon Street, Kolkata- 700017, West
Bengal within the aforesaid jurisdiction
And
In the matter of:
Aparnaa Sarees Private Limited, a
company incorporated under the
provisions of the Companies Act, 1956
and having its registered office at 15/1A,
5
Loudon Street, Kolkata- 700017, West
Bengal within the aforesaid jurisdiction
And
In the matter of:
1.Ambika Infra Developers Private Limited
2. Ishani Farming Private Limited
3. A. Kay Homes Private Limited
4. Aparnaa Properties Private Limited
5. S. Kay Aprtments Private Limited
6. Aditi Apartments Private Limited
7. Aparnaa Securities Private Limited
8. Aparnaa International Private Limited
9. Aparnaa Sarees Private Limited ...Applicants Before the Hon'ble Justice SANJIB BANERJEE 16th day of February, 2010 IT IS ORDERED 6
1. A meeting of the holders of the Equity Shares in Ambika Infra Developers Private Limited (hereinafter referred to as "AIDPL" shall be convened and held at 7C, Kiran Shankar Roy Road, Ground Floor, Kolkata- 700001 on the 19th day of March, 2010, at 12.00 Noon for the purpose of considering and if thought fit, approving, with or without modifications, the Scheme of Amalgamation of Ishani Farming Private Limited (hereinafter referred to as "IFPL"), A. Kay Homes Private Limited (hereinafter referred to as "AKHPL"), Aparnaa Properties Private Limited (hereinafter referred to as "APPL"), S. Kay Apartments Private Limited (hereinafter referred to as "SKAPL"), Aditi Apartments Private Limited (hereinafter referred to as "AAPL"), Aparnaa Securities Private Limited (hereinafter referred to as "ASPL") with Aparnaa International Private Limited (hereinafter referred to as the "Transferee Company"), the said Scheme of Amalgamation.
2. A meeting of the holders of the Equity Shares in Ishani Farming Private Limited (hereinafter referred to as "IFPL") shall be convened and held at 7C, Kiran Shankar Roy Road, Kolkata- 700001 on the 19th day of March, 2010 at 12.15 P.M. for the 7 purpose of considering, and if thought fit, approving, with or without modifications, the said Scheme.
3. A meeting of the holders of the Equity shares in A. Kay Homes Private Limited (hereinafter referred to as "AKHPL") shall be convened and held at 7C, Kiran Shankar Roy Road, Kolkata- 700001 on the 19th day of March, 2010 at 12.30 P.M. for the purpose of considering, and if thought fit, approving, with or without modifications, the said Scheme.
4. A meeting of the holders of the Equity shares in Aparnaa Properties Private Limited (hereinafter referred to as "APPL") shall be convened and held at 7C, Kiran Shankar Roy Road, Kolkata- 700001 on the 19th day of March, 2010 at 12.45 P.M. for the purpose of considering, and if thought fit, approving, with or without modifications, the said Scheme.
5. A meeting of the holders of the Equity shares in S. Kay Apartments Private Limited (hereinafter referred to as "SKAPL") shall be convened and held at 7C, Kiran Shankar Roy Road, Kolkata- 700001 on the 19th day of March, 2010 at 1.00 P.M. for 8 the purpose of considering, and if thought fit, approving, with or without modifications, the said Scheme.
6. A meeting of the holders of the Equity shares in Aditi Apartments Private Limited (hereinafter referred to as "AAPL") shall be convened and held at 7C, Kiran Shankar Roy Road, Kolkata- 700001 on the 19th day of March, 2010 at 1.15 P.M. for the purpose of considering, and if thought fit, approving, with or without modifications, the said Scheme.
7. A meeting of the holders of the Equity shares in Aparnaa Securities Private Limited (hereinafter referred to as "ASPL") shall be convened and held at 7C, Kiran Shankar Roy Road, Kolkata- 700001 on the 19th day of March, 2010 at 1.30 P.M. for the purpose of considering, and if thought fit, approving, with or without modifications, the said Scheme.
8. A meeting of the holders of the Equity shares in Aparnaa International Private Limited (hereinafter referred to as "AIPL") shall be convened and held at 7C, Kiran Shankar Roy Road, Kolkata- 700001 on the 19th day of March, 2010 at 1.45 P.M. for 9 the purpose of considering, and if thought fit, approving, with or without modifications, the said Scheme.
9. A meeting of the holders of Equity Shares in Aparnaa Sarees Private Limited (hereinafter referred to as the "Transferee Company") shall be convened and held at 7C, Kiran Shankar Roy Road, Kolkata- 700001 on the 19th day of March, 2010 at 2.00 P.M. for the purpose of considering, and if thought fit, approving, with or without modifications, the said Scheme.
10. 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, 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 upon them under certificate of posting or personally by hand to each of the holders of the Equity Shares in the Applicant Companies at their respective or last known addresses.
11. At least twenty one clear days before the date of the meetings to be held as aforesaid, an advertisement convening the said meetings 10 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 from the Registered Offices of the Applicant Company Nos. 1 to 9 or from the office of their Advocates, M/s. Mukherjee Agarwalla & Co., 7C, Kiran Shankar Roy Road, Ground Floor, Kolkata- 700001 be inserted once in "The Statesman" and once in "Dainik Statesman" in Kolkata. The publication in the Calcutta Gazette is dispensed with.
12. The Advocate on Record for the Applicant Companies do within seven days 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.
13. Mr. Murari Lal Agarwal, Advocate, and failing him Mr. P. N. Pandey, Advocate shall be the Chairperson of the said meetings of the Equity Shareholders of "AIDPL" at a remuneration of 400 GM. 11
14. Mr. P. N. Pandey,. Advocate, and failing him Mr. Ashok Kumar Tiwari, Advocate shall be the Chairperson of the said meetings of the Equity Shareholders of "IFPL" at a remuneration of 400 GM.
15. Mr. Ashok Kumar Tiwari, Advocate, and failing him Mr. Subir Sabud, Advocate shall be the Chairperson of the said meetings of the Equity Shareholders of "AKHPL" at a remuneration of 400 GM.
16. Mr. Subir Sabud, Advocate, and failing him Ms. Sutapa Paul, Advocate shall be the Chairperson of the said meetings of the Equity Shareholders of "APPL" at a remuneration of 400 GM.
17. Ms. Sutapa Paul, Advocate, and failing her Mr. Sk. Niamatullah, Advocate shall be the Chairperson of the said meetings of the Equity Shareholders of "SKAPL" at a remuneration of 400 GM.
18. Mr. Sk. Niamatullah, Advocate, and failing him Mr. Debasish Chattopadhyay, Advocate shall be the Chairperson of the said meetings of the Equity Shareholders of "AAPL" at a remuneration of 400 GM.
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19. Mr. Debasish Chattopadhyay, Advocate, and failing him Ms. Bratati Dutta (Roy Chowdhury), Advocate, shall be the Chairperson of the said meetings of the Equity Shareholders of "ASPL" at a remuneration of 400 GM.
20. Ms. Bratati Dutta (Roy Chowdhury), Advocate, and failing her Ms. Jayita Samajdar (Bhaduri), Advocate shall be the Chairperson of the said meetings of the Equity Shareholders of "AIPL" at a remuneration of 400 GM.
21. Ms. Jayita Samajdar (Bhaduri), Advocate, and failing her Mr. Murari Lal Agarwal, Advocate shall be the Chairperson of the said meetings of the Equity Shareholders of the "TRANSFEREE COMPANY" at a remuneration of 400 GM.
22. Such Chairpersons or any persons authorized by them do issue and send out the notice of the meetings referred of above.
23. The quorum of meetings of Equity Shareholders of "ADIPL" shall be 3 persons, "IFPL" shall be the 3 persons, "AKHPL" shall be the 6 persons, "APPL" shall be the 3 persons, "SKAPL" shall be the 4 13 persons, , "AAPL" shall be the 4 persons, "ASPL" shall be the 18 persons , "AIPL" shall be the 4 persons and the "TRANSFEREE COMPANY" shall be 10 persons present in person or by proxy.
24. 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 Transferee Company at their registered office not later than forty-eight hours before the meetings. The Chairpersons shall have the power to adjourn the meeting(s), if necessary.
25. 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 meetings.
26. The Chairpersons do report to this Court the results of the said meetings within seven weeks from the date of the conclusion of the meetings and their reports shall be verified by their respective affidavits.
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27. Let the summons be signed as of date. C.A. No. 46 of 2010 is disposed of.
28. Urgent certified photocopies of this order, if applied for, be issued to the parties subject to compliance with all requisite formalities.
(SANJIB BANERJEE, J.) bp.
A.R(C.R)