Calcutta High Court
Capseal Vyapaar Private Limited & Anr vs Unknown on 10 February, 2011
Author: I.P. Mukerji
Bench: I.P.Mukerji
COMPANY APPLICATION No. 153 of 2011
IN THE HIGH COURT AT CALCUTTA
ORIGINAL JURISDICTION
In The Matter of:
Capseal Vyapaar Private Limited & Anr.
BEFORE:
The Hon'ble Justice I.P.Mukerji .
Dated: 10th February, 2011.
Ms. Prabha Jain... for Applicants.
A meeting of the holders of Equity Shares in Capseal Vyapaar
Private Limited (hereinafter referred to as the "Transferee Company')
shall be convened and held at No. 7C,Kiran Shankar Roy Road,Room
No.BB(Basement) Kolkata - 700 001 on the 17th day of March, 2011 at
1.30 p.m. for the purposes of considering and if thought fit approving with or without modification, the proposed Scheme of Amalgamation between Capseal Vyapaar Private Limited and Frankdeal Traders Private Limited.
A meeting of the holders of Equity Shares in Frankdeal Traders Private Limited shall be convened and held at No.7C,Kiran Shankar Roy Road,Room No.BB(Basement) Kolkata - 700 001 on the 17th day of March, 2011 at 1.45 p.m. for the purposes of considering and if thought fit approving with or without modification, the proposed 2 Scheme of Amalgamation between Capseal Vyapaar Private Limited and Frankdeal Traders Private Limited.
At least 21 days before the meetings to be held as aforesaid, a notice convening the said respective meetings at the place and time as aforesaid together with a copy of the said Scheme of Amalgamation 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 Certificate of posting, addressed to each of the holders of the said equity shares in the respective applicant companies at their respective last known addresses.
A notice convening the aforesaid meetings shall be published once in "Financial Express" and once in "Pratidin" in Kolkata. The publication in the Kolkata Gazette is dispensed with.
The Advocate-on-Record for the Applicant Companies do within 14 days from this day file in Court the form of such notice and the same shall be settled by the Assistant Registrar (Company) of this Court.
Mr. Brajesh Jha, Advocate, B.A. Room No.-15 failing which Mr. Somraj Dhar, Advocate, B.A. Room No.-6 shall be the Chairperson of the meeting of the Equity Shareholders of Capseal Vyapaar Private Limited to be held as aforesaid at remuneration of 600 Gms. 3
Mr. Somraj Dhar, Advocate, B.A. Room No.-6 failing which Mr. Brajesh Jha, Advocate, B.A. Room No.-15 shall be the Chairperson of the meeting of the Equity Shareholders of Frankdeal Traders Private Limited to be held as aforesaid at remuneration of 600 Gms.
Each Chairperson appointed for the aforesaid meetings or any persons authorized by him/her do issue and send out the notice of the meetings referred to above.
The quorum for the meetings of the holders of the Equity Shares of the Transferee Company as well as the Transferor Company shall be 2 persons each respectively present either personally or by proxy.
Voting by proxy be permitted, provided that a proxy in the prescribed form duly signed by the persons entitled to attend and to vote at the meeting, is filed with the transferee company and the transferor company as the case may be at their respective registered offices not later than forty eight hours before the respective meeting. 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 respective companies and where entries in the books are disputed, the Chairpersons shall determine such value for the purposes of the meetings.
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The respective Chairpersons do report to this Court, the result of the said meeting within two weeks from the date of the respective meetings and their Reports shall be verified by their respective affidavits.
C.A. No. 153 of 2011 is thus disposed of.
The Chairpersons and all parties concerned do act on a copy of the minutes of this order duly signed by an officer of this Court being served on them on usual undertaking .
(I.P. Mukerji, J.) TR/ 5