Calcutta High Court
Sumangal Credit & Holdings vs Unknown on 5 April, 2010
Author: Sanjib Banerjee
Bench: Sanjib Banerjee
COMPANY APPLICATION NO. 253 OF 2010 In the High Court at Calcutta Original Jurisdiction In the Matter of :
SUMANGAL CREDIT & HOLDINGS PVT. LTD. & ORS.
. . . Applicants Appearance Ms. Manju Bhuteria, Advocate Before The Hon'ble Justice SANJIB BANERJEE Date: 5th April, 2010 The Court: It is submitted on behalf of the applicants that the accounts relating to the demerged undertaking of both the first and second transferor companies would be in accordance with Accounting Standard 14 and anything contained in the scheme in derogation of A.S. 14 will be void and will not be given effect to. The applicants also submit that the accounts of the demerged undertaking of the third transferor company will also be treated in accordance with A.S. 14 by the transferee company upon the scheme coming into effect notwithstanding anything contained in the scheme. It is also recorded that the entirety of clause 5.1.3 of Part 5 of the scheme will be subject to A.S. 14 and not in derogation thereof.2
Subject to the above and the notice of the shareholders being drawn to the effect that the scheme now propounded stands modified, there will be meetings as sought.
That a meeting of the Equity Shareholders of Sumangal Credit & Holdings Private Limited, being the applicant no.1 herein shall be convened and held at the office of its Advocate on Record, Misra & Company, 10, Old Post Office Street, (First Floor), Kolkata-700001, on Friday, the June 8 , 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 and 2 with the applicant no. 4 abovenamed and Scheme of Arrangement between the applicant no. 3 and the applicant no. 4 abovenamed.
That a meeting of the Equity Shareholders of Rupva Investments Private Limited, being the applicant no.2 herein shall be convened and held at the office of its Advocate on Record, Misra & Company, 10, Old Post Office Street, (First Floor), Kolkata-700001, on Friday, the June 8 , 2010 at 4:30 P.M. for the purpose of considering, and if thought fit, approving, with or without 3 modification, the proposed Scheme of Amalgamation of the applicant nos.1 and 2 with the applicant no. 4 abovenamed and Scheme of Arrangement between the applicant no. 3 and the applicant no. 4 abovenamed.
That a meeting of the Equity Shareholders of Tuaman Infrastructure Limited, being the applicant no.3 herein shall be convened and held at the office of its Advocate on Record, Misra & Company, 10, Old Post Office Street, (First Floor), Kolkata-700001, on Friday, the June 8 , 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 and 2 with the applicant no. 4 abovenamed and Scheme of Arrangement between the applicant no. 3 and the applicant no. 4 abovenamed.
That a meeting of the Equity Shareholders of Rocky Marketing Private Limited, being the applicant no.4 herein shall be convened and held at the office of its Advocate on Record, Misra & Company, 10, Old Post Office Street, (First Floor), Kolkata-700001, on Friday, the June 8, 2010 at 5:00 P.M. for the purpose of considering, and if 4 thought fit, approving, with or without modification, the proposed Scheme of Amalgamation of the applicant nos.1 and 2 with the applicant no. 4 abovenamed and Scheme of Arrangement between the applicant no. 3 and the applicant no. 4 abovenamed.
That 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 Arrangement 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 concerned applicant companies or at the office of their Advocate Misra & Company, 10, Old Post Office Street, (First Floor), Kolkata-700001, 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.
That 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 5 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.
That the Advocate-on-Record for the Applicant Companies do within 3 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.
That Mr. Gopal Chandra Das, Advocate failing which Mr. Bhubaneswar Dutta, 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 400 GM.
That Mr. Bhubaneswar Dutta, Advocate failing which Mr. Sadananda Mondal, 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 400 GM.6
That Mr. Sadananda Mondal, Advocate failing which Mr. Salil Kumar Maiti, 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 400 GM.
That Mr. Salil Kumar Maiti, Advocate failing which Mr. Gopal Chandra Das, 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 400 GM.
That 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.
That the quorum for the respective meetings of the Equity Shareholders of the Applicants shall be fixed at 5 (five) persons each present either in person or in proxy.7
That 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.
That 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.
That 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. 253 of 2010 is disposed of.8
Urgent certified photocopies of this order, if applied for, be issued to the parties subject to compliance with all requisite formalities.
( Sanjib Banerjee, J. ) sg.