Calcutta High Court
Nigara Holdings Private Limited vs Unknown on 28 January, 2011
Author: Patherya
Bench: Patherya
COMPANY APPLICATION NO.93 OF 2011 IN THE HIGH COURT OF CALCUTTA ORIGINAL JURISDICTION In the matter of :
NIGARA HOLDINGS PRIVATE LIMITED . . . . . . .Applicant Present:
The Hon'ble Justice Patherya Date: 28th January 2011 Ms. Manju Bhuteria, Advocate for the applicant.
The Court : As the draft order handed by Counsel for the applicant does not fulfil the criteria for convening of a meeting by the Special Officer, the order dated 20th January, 2011 is accordingly modified as follows:
That a meeting of the Equity Shareholders of Nigara Holdings Private Limited, being the applicant herein shall be convened and held at 6A, Kiran Shankar Roy Road, 2nd floor, Kolkata 700001, on Monday, 7th February 2011 at 4:30 P.M. for the purpose of considering, and if thought fit, approving, with or without modification, the proposed Scheme of Amalgamation of the Applicant, Euro Grain Limited, Business Oriented Software & Solutions Private Limited, Odimco Technologies Private Limited and Glenasia Commodities Private Limited with Auro Sugar Private Limited and their respective shareholders.2
Since all the shareholders of the applicant company abovenamed have already considered and given their consent in writing to the Scheme, such meeting may be held at short notice.
That in view of the consent of all the shareholders of the applicant company advertisement of the notice of the meeting in newspapers is dispensed with. The settlement of the individual notice, including Statement u/s. 393 of the said Act to accompany the notice, by the Assistant Registrar (Company) of this Court is also dispensed with. The publication in the Calcutta Gazette is dispensed with.
That at least 3 (three) clear days before the meetings to be held as aforesaid, a notice convening the said meeting 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 Prepaid Post under Certificate of Posting or by hand through Personal Messenger addressed to each of the Equity Shareholders of the applicant company at their respective or last known addresses.
That Mr. Deepak Agarawal, Advocate shall be the Chairperson for the said meeting of the Equity Shareholders of the applicant company to be held as aforesaid at a remuneration of 600 GMs.
That the Chairperson appointed for the said meeting or any person authorised by him do issue and send out the notice of the said meeting referred to above.
That the quorum for the meeting of the Equity Shareholders of the applicant company shall be fixed at 2 (two) persons present either in person or in proxy.
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 applicant company at its Registered Office not later than forty eight hours before the meeting.
3The Chairperson shall have the power to adjourn the meeting, if necessary.
That the value of each member shall be in accordance with the books of the applicant company and where entries in the books are disputed, the Chairperson shall determine the value for the purpose of the meeting.
That the Chairperson do report to this Court the result of the said meeting within four weeks from the date of the conclusion of the said meeting and his respective report shall be verified by his affidavit.
C.A. No.93 of 2011 is disposed of.
The Chairperson and all parties concerned to act on a photostat signed copy of this order upon usual undertakings.
( PATHERYA, J. ) pa