Calcutta High Court
Favourite Merchants Pvt. Ltd. & Ors vs Unknown on 22 June, 2010
Author: I. P. Mukerji
Bench: I. P. Mukerji
CA No. 428 of 2010
IN THE HIGH COURT AT CALCUTTA
Original Jurisdiction
ORIGINAL SIDE
IN THE MATTER OF :
FAVOURITE MERCHANTS PVT. LTD. & ORS.
Ms. Lopita Banerjee, Adv.
....for the petitioners
BEFORE:
The Hon'ble JUSTICE I. P. MUKERJI
Date : 22nd June, 2010.
The Court : Leave is granted to correct page 23 paragraph
(g) of the petition by substituting "transferor" for "transferee" in that paragraph.
It is ordered as follows :
That a meeting of the holders of the Equity Shares Favourite Merchants Private Limited shall be convened and held at 19, R.N. Mukherjee Road, 1st Floor, Kolkata-700 001 on the 10th day of August, 2010 at 11.00 A.M. for the purpose of considering and, if thought fit, approving, with or without modifications, the Scheme of Amalgamation (hereinafter referred to as the "Said Scheme") of Favourite Merchants 2 Private Limited, Sanvik Distributors Private Limited, Synergy Distributors Private Limited, Taurus Goods Private Limited, Precision Goods Private Limited, Purushottam Goods Private Limited, Casino Distributors Private Limited, with Bluechip Projects Private Limited That a meeting of the holders of the Equity Shares Sanvik Distributors Private Limited shall be convened and held at 19, R.N. Mukherjee Road, 1st Floor, Kolkata-700 001 on the 10th day of August, 2010 at 11.15 A.M. for the purpose of considering and, if thought fit, approving, with or without modifications, the Scheme of Amalgamation (hereinafter referred to as the "Said Scheme") of Favourite Merchants Private Limited, Sanvik Distributors Private Limited, Synergy Distributors Private Limited, Taurus Goods Private Limited, Precision Goods Private Limited, Purushottam Goods Private Limited, Casino Distributors Private Limited, with Bluechip Projects Private Limited That a meeting of the holders of the Equity Shares Synergy Distributors Private Limited shall be convened and held at 19, R.N. Mukherjee Road, 1st Floor, Kolkata-700 001 on the 10th day of August, 2010 at 11.30 A.M. for the purpose of considering and, if thought fit, approving, with or without modifications, the Scheme of Amalgamation (hereinafter referred to as the "Said Scheme") of Favourite Merchants Private Limited, Sanvik Distributors Private Limited, Synergy Distributors 3 Private Limited, Taurus Goods Private Limited, Precision Goods Private Limited, Purushottam Goods Private Limited, Casino Distributors Private Limited, with Bluechip Projects Private Limited That a meeting of the holders of the Equity Shares Taurus Goods Private Limited shall be convened and held at 19, R.N. Mukherjee Road, 1st Floor, Kolkata-700 001 on the 10th day of August, 2010 at 11.45 A.M. for the purpose of considering and, if thought fit, approving, with or without modifications, the Scheme of Amalgamation (hereinafter referred to as the "Said Scheme") of Favourite Merchants Private Limited, Sanvik Distributors Private Limited, Synergy Distributors Private Limited, Taurus Goods Private Limited, Precision Goods Private Limited, Purushottam Goods Private Limited, Casino Distributors Private Limited, with Bluechip Projects Private Limited That a meeting of the holders of the Equity Shares Precision Goods Private Limited shall be convened and held at 19, R.N. Mukherjee Road, 1st Floor, Kolkata-700 001 on the 10th day of August, 2010 at 12 Noon for the purpose of considering and, if thought fit, approving, with or without modifications, the Scheme of Amalgamation (hereinafter referred to as the "Said Scheme") of Favourite Merchants Private Limited, Sanvik Distributors Private Limited, Synergy Distributors Private Limited, Taurus Goods Private Limited, Precision Goods Private 4 Limited, Purushottam Goods Private Limited, Casino Distributors Private Limited, with Bluechip Projects Private Limited That a meeting of the holders of the Equity Shares Purushottam Goods Private Limited shall be convened and held at 19, R.N. Mukherjee Road, 1st Floor, Kolkata-700 001 on the 10th day of August, 2010 at 12 Noon for the purpose of considering and, if thought fit, approving, with or without modifications, the Scheme of Amalgamation (hereinafter referred to as the "Said Scheme") of Favourite Merchants Private Limited, Sanvik Distributors Private Limited, Synergy Distributors Private Limited, Taurus Goods Private Limited, Precision Goods Private Limited, Purushottam Goods Private Limited, Casino Distributors Private Limited, with Bluechip Projects Private Limited That a meeting of the holders of the Equity Shares Casino Distributors Private Limited shall be convened and held at 19, R.N. Mukherjee Road, 1st Floor, Kolkata-700 001 on the 10th day of August, 2010 at 12.15 Noon for the purpose of considering and, if thought fit, approving, with or without modifications, the Scheme of Amalgamation (hereinafter referred to as the "Said Scheme") of Favourite Merchants Private Limited, Sanvik Distributors Private Limited, Synergy Distributors Private Limited, Taurus Goods Private Limited, Precision Goods Private 5 Limited, Purushottam Goods Private Limited, Casino Distributors Private Limited, with Bluechip Projects Private Limited That a meeting of the holders of the Equity Shares Bluechip Projects Private Limited shall be convened and held at 19, R.N. Mukherjee Road, 1st Floor, Kolkata-700 001 on the 10th day of August, 2010 at 12.30 Noon for the purpose of considering and, if thought fit, approving, with or without modifications, the Scheme of Amalgamation (hereinafter referred to as the "Said Scheme") of Favourite Merchants Private Limited, Sanvik Distributors Private Limited, Synergy Distributors Private Limited, Taurus Goods Private Limited, Precision Goods Private Limited, Purushottam Goods Private Limited, Casino Distributors Private Limited, with Bluechip Projects Private Limited That at least 21 (twenty one) clear days' before the dates of the meetings to be held as aforesaid, a Notice convening the said meeting at the places 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 by personal messenger to each of the holders of the Equity Shares in all the Applicant Companies at their respective or last known address.6
That at least 21(twenty one) clear days', before the dates 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 at the Registered Offices of the applicant companies, be inserted once in "The Statesman" and once in "Pratidin" in Kolkata. The publication in the Calcutta Gazette is dispensed with.
That the Advocates 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.
That Mrs. Shukla Banerjee, Advocate, and failing her Mr. Pallav Banerjee, Advocate, shall be the Chairperson of the said meeting of the Equity Shareholders of Favourite Merchants Private Limited at a remuneration of 500 Gms.
That Mr. Pallav Banerjee, Bar Library Club, Advocate, and failing him Mrs. Shukla Banerjee, Bar Library Club, Advocate, shall be the Chairperson of the said meeting of the Equity Shareholders of Sanvik Distributors Private Limited at a remuneration of 500 Gms. 7
That Mr. Supriyo Bose, Bar Library Club, Advocate, and failing him Mr. Jayanta Banerjee, Bar Library Club, Advocate, shall be the Chairperson of the said meeting of the Equity Shareholders of Synergy Distributors Private Limited at a remuneration of 500 Gms.
That Mr. Jayanta Banerjee, Bar Library Club, Advocate, and failing him, Mr. Supriyo Bose, Bar Library Club, Advocate, shall be the Chairperson of the said meeting of the Equity Shareholders of Taurus Goods Private Limited at a remuneration of 500 Gms.
That Mr. R.N. Bandopadhyay, Bar Ass. (Retd. Central Govt. Advocate), and failing him Mr. L.K. Chatterjee, Bar Ass. (Retd. Central Govt. Advocate) shall be the Chairperson of the said meeting of the Equity Shareholders of Purushottam Goods Private Limited at a remuneration of 500 Gms.
That Mr. L.K. Chatterjee, Bar Ass. (Retd. Central Govt. Advocate) and failing him Mr. R.N. Bandopadhyay, Bar Ass. (Retd. Central Govt. Advocate) shall be the Chairperson of the said meeting of the Equity Shareholders of Casino Distributors Private Limited at a remuneration of 500 Gms.
That Mr. A.C. Moitra, Advocate, Bar Ass. and failing him Mr. R.N. Bandopadhyay, Bar Ass. (Retd. Central Govt. Advocate) shall be 8 the Chairperson of the said meeting of the Equity Shareholders of Bluechip Projects Private Limited at a remuneration of 500 Gms.
That any one of the Chairperson appointed for the said meetings or any person authorised by them do send out the notices of the meetings referred to above.
That the quorum of the meeting of the Equity Shareholders of Favourite Merchants Private Limited, Sanvik Distributors Private Limited, Synergy Distributors Private Limited, Taurus Goods Private Limited, Precision Goods Private Limited, Purushottam Goods Private Limited, Casino Distributors Private Limited, with Bluechip Projects Private Limited shall be two persons present in person or by 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 respective meetings, is filed with the respective companies at its registered office not later that forty-eight hours before the meeting concerned. The Chairperson shall have the power to adjourn their respective meetings, if necessary.
That 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 Chairperson shall determine the value for the purpose of their respective meetings.
9
That the chairperson do report to this Court the result of the said meetings within seven weeks from the date of the conclusion of their respective meetings, and their reports shall be verified by their affidavits.
The Chairpersons and all parties concerned are to act on a signed photocopy of this order on the usual undertakings.
(I. P. MUKERJI, J.) TR/