Calcutta High Court
Uniseven Engineering & Infrastructure ... vs Unknown on 17 June, 2015
Author: Sanjib Banerjee
Bench: Sanjib Banerjee
OD-2 COMPANY APPLICATION NO. 141 OF 2015 IN THE HIGH COURT AT CALCUTTA ORIGINAL JURISDICTION IN THE MATTER OF:
UNISEVEN ENGINEERING & INFRASTRUCTURE PRIVATE LIMITED & ORS.
BEFORE:
The Hon'ble Justice Sanjib Banerjee Date :June 17, 2015.
Appearance :
Mr. Amitabh Shukla, Advocate The Court : That a meeting of the holders of the Equity Shares of Uniseven Engineering & Infrastructure Pvt. Ltd. (hereinafter referred to as Transferee Company) shall be convened and held at No. 10, Kiran Shankar Roy Road, 2nd Floor, Room No. 34, Kolkata - 700 001 on 22nd day of July, 2015 at 4.00 p.m. for the purpose of considering and if thought fit, approving, with or without modification the Scheme of Amalgamation proposed of Narendra And Narendra (Engineers) Pvt. Ltd. and Hidro-Uni Water Solutions Pvt. Ltd. (hereinafter referred to as the Transferor Companies) with Uniseven Engineering & Infrastructure Pvt. Ltd.
That a meeting of the holders of the Equity shares of Narendra And Narendra (Engineers) Pvt. Ltd. (hereinafter referred to as Transferor Company No.1) shall be convened and held at 10, Kiran Shankar Roy Road, 2nd Floor, Room No. 34, Kolkata - 700 001 on 22nd day of July, 2015 at 4.30 p.m. for the purpose of 2 considering and if thought fit, approving, with or without modification, the said Scheme of Amalgamation.
That a meeting of the holders of the Equity shares of Hidro-Uni Water Solutions Pvt. Ltd. (hereinafter referred to as Transferor Company No.2) shall be convened and held at 10, Kiran Shankar Roy Road, 2nd Floor, Room No. 34, Kolkata - 700 001 on 22nd day of July, 2015 at 5.00 p.m. for the purpose of considering and if thought fit, approving, with or without modification, the said Scheme of Amalgamation.
That at least twenty-one clear days before the day appointed for the meetings to be held as aforesaid, a notice convening the said meetings at the place and time as aforesaid together with a copy of the said Scheme of Amalgamation, 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 under Certificate of Posting upon each of the holders of the said Equity shares of the applicant companies at their respective or last known addresses.
That in addition, at least twenty-one days before the day appointed for the meetings, an advertisement convening the same and stating that copies of the said Scheme of Amalgamation and the statement required to be furnished pursuant to the section 393 of the Companies Act, 1956 and the forms of proxy can be obtained free of charge at the registered offices of the Applicant Companies or at the office of their Advocates, be inserted once in "The Statesman" and once in "Dainik Statesman" in Calcutta. The publication of the notice of the meetings in the Calcutta Gazette is dispensed with.
That Advocate-on-Record for the Applicant Companies do within seven days from this day 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.
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That Ms. Sukla Mookherjee, Advocate of Bar Association Room No.14, failing which Ms. Rama Ghosh Dostidar, Advocate of Bar Association Room No.9, shall be the Chairperson of the said meeting of the Equity Shareholders of Uniseven Engineering & Infrastructure Pvt. Ltd., the Transferee Company to be held as aforesaid at a remuneration of 1500 GM.
That Ms. Rama Ghosh Dostidar, Advocate of Bar Association Room No.9, failing which Ms. Nirupama Sarkar, Advocate of Bar Association Room No.10, shall be the Chairperson of the said meeting of the Equity Shareholders of Narendra And Narendra (Engineers) Pvt. Ltd., the Transferor Company No.1, to be held as aforesaid at a remuneration of 1500 GM.
That Ms Nirupama Sarkar, Advocate of Bar Association Room No.10, failing which Ms. Sukla Mookherjee, Advocate of Bar Association Room No.14, shall be the Chairperson of the said meeting of the Equity Shareholders of Hidro-Uni Water Solutions Pvt. Ltd., the Transferor Company No.2, to be held as aforesaid at a remuneration of 1500 GM.
That such Chairpersons or any person authorized by them do issue and send out the notice of the meetings referred to above who shall prove such dispatch by filing an affidavit of service.
That the quorum for each of the said meetings shall be five persons, present either 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 meeting, is filed with the applicant companies at their respective registered offices not later than forty eight hours before the meetings. The Chairpersons shall have the power to adjourn the meeting, if necessary.
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That the value of each share shall be in accordance with the books of the Applicant Companies and where entries in the books are disputed, the respective chairpersons shall determine the value for the purpose of meetings.
That the Chairpersons do report to this Court, the results of the said meetings within two weeks from the date of the conclusion of the meetings and their reports shall be verified by their respective affidavits.
Let the summons be signed as of date. C.A. No. 141 of 2015 is disposed of without costs.
Urgent certified website copies of this order, if applied for, be supplied to the parties subject to compliance with all requisite formalities.
(SANJIB BANERJEE, J) bp.