Calcutta High Court
The Companies Act vs Unknown on 16 February, 2010
Author: Sanjib Banerjee
Bench: Sanjib Banerjee
Company Application No. 50 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:
OLYMPUS TIE-UP PRIVATE LIMITED, a
company incorporated under the
provisions of the Companies Act, 1956
and having its registered office at 32A,
Chittaranjan Avenue, 5th Floor,
Kolkata- 700012 in the State of West
Bengal;
And
In the matter of:
2
ADVANTAGE VINIMAY PRIVATE
LIMITED, a company incorporated under
the provisions of the Companies Act,
1956 having its registered office at 16,
Ganesh Chandra Avenue, 3rd floor,
Kolkata- 700013 in the State of West
Bengal.
And
In the matter of:
1.Olympus Tie-Up Private Limited
2. Advantage Vinimay Private Limited.
...Applicants Before the Hon'ble Justice SANJIB BANERJEE 16th day of February, 2010 IT IS ORDERED
1. A meeting of the holders of the Equity Shares in Olympus Tie-Up Private Limited (hereinafter referred to as "OLYMPUS" 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 P.M. for the purpose of considering and if thought fit, approving, with or 3 without modifications, the Scheme of Amalgamation of Olympus Tie-Up Private Limited (hereinafter referred to as "OLYMPUS") with Advantage Vinimay Private Limited (hereinafter referred to as "ADVANTAGE").
2. A meeting of the holders of the Equity Shares in Advantage Vinimay Private Limited (hereinafter referred to as "ADVANTAGE") 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 purpose of considering, and if thought fit, approving, with or without modifications, the said Scheme.
3. At least 21 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.
4
4. 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 from the Registered Offices of the Applicant Company Nos. 1 & 2 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.
5. 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.
6. Mr. Uttam Kumar De, Advocate, and failing him Ms. Hasi Saha, Advocate shall be the Chairperson of the said meetings of the Equity Shareholders of "OLYMPUS" at a remuneration of 400 GM. 5
7. Ms. Hasi Saha, Advocate, and failing her Mr. Uttam Kumar De, Advocate shall be the Chairperson of the said meetings of the Equity Shareholders of "ADVANTAGE" at a remuneration of 400 GM.
8. Such Chairpersons or any persons authorized by them do issue and send out the notice of the meetings referred of above.
9. The quorum of meetings of Equity Shareholders of "OLYMPUS"
shall be 6 persons present either in persons or by proxy and "ADVANTAGE" shall be 4 persons present in person or by proxy.
10. 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(s), is filed with the Transferee Company at their respective registered office not later than forty-eight hours before the meetings. The Chairpersons shall have the power to adjourn the meeting(s), if necessary.
11. The value of each member shall be in accordance with the books of the Applicant Companies and where entries in the books are 6 disputed, the respective Chairpersons shall determine the value for the purpose of meeting.
12. The Chairpersons do report to this Court the results of the said meeting(s) within seven weeks from the date of the meeting and their report shall be verified by their respective affidavits.
13. Let the summons be signed as of date. C.A. No. 50 of 2010 is disposed of.
14. 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)