Calcutta High Court
Sanmarg Private Limited & Ors vs Unknown on 3 February, 2015
Author: Biswanath Somadder
Bench: Biswanath Somadder
ORDER SHEET
C.A. No. 28 of 2015
IN THE HIGH COURT AT CALCUTTA
ORIGINAL JURISDICTION
ORIGINAL SIDE
IN THE MATTER OF:
SANMARG PRIVATE LIMITED & ORS.
BEFORE:
The Hon'ble JUSTICE BISWANATH SOMADDER
Date: 3rd February, 2015.
Appearance:
Mr. Rajesh Singh, Adv.
The Court: That a meeting of the Shareholders of Sanmarg Private Limited shall be convened and held at 10, Kiran Shankar Roy Road, 1st Floor, Kolkata- 700001 on the 25th day of March, 2015 at 4.00 P.M. for the purpose of considering and if thought fit approving with or without modification, the proposed Scheme of Arrangement made between Sanmarg Private Limited (hereinafter referred to as the Demerged Company), Sanmarg News And Allied Services Private Limited (hereinafter referred to as the Resulting Company) and Balaji Heights Private Limited (hereinafter referred to as the "Transferor Company") and their respective shareholders.
That at least 21 days before the day appointed for the meeting 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 of Arrangement 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 Speed Post or by Courier by 2 hand through Personal Messenger addressed to each of the Shareholders of Sanmarg Private Limited at their respective last known addresses.
That at least twenty one clear days before the date of the meeting to be held as aforesaid an advertisement convening the said meeting 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 office of Sanmarg Private Limited or at the office of their Advocate Mr. Rajesh Singh of 10, Kiran Shankar Roy Road, 1st Floor, Calcutta-700001 be inserted once in Business Standard and Aajkal in Calcutta. The publication in the Calcutta Gazette is dispensed with.
That Advocate-on-Record for the Applicant Companies do within 7 days (after obtaining an authenticated copy of this order) file in Court the form of advertisement, 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.
Sharmistha Das, Advocate, Bar Association Room No. 16, failing which Arijit Chatterjee, Advocate, Bar Association Room No. 16, shall be the Chairperson of the meeting of the Shareholders of Sanmarg Private Limited to be held at aforesaid at a remuneration of 1500 GMs.
That the Chairperson or any person(s) authorised by him do issue the advertisement and send out the notice of the meetings referred of above.
The quorum for the meeting of the Shareholders of Sanmarg Private Limited be fixed at 2 (two) persons present either in person or by proxy. 3
That voting by proxy be permitted, provided that a proxy in the prescribed form only signed by the person(s) entitled to attend and to vote at the meeting, is filed with Sanmarg Private Limited at its registered office not later than forty- eight hours before the said meeting(s). The Chairpersons shall have the power to adjourn the meeting(s), if necessary.
That the value of each member shall be in accordance with the respective books of applicant companies and where entries in the books are disputed, the Chairperson shall determine such value for the purposes of the meeting(s).
That the Chairperson do report to this Court, the results of the said meeting within seven weeks from the date of the conclusion of the meeting and his report shall be verified by his affidavit.
That holding and convening of meeting of the shareholders of Sanmarg News And Allied Services Private Limited and Balaji Heights Private Limited be dispensed with in view of the written consent given by their respective shareholders approving the said Scheme of Arrangement. Accordingly all formalities applicable to Sanmarg News And Allied Services Private Limited and Balaji Heights Private Limited be accordingly dispensed with.
Summons be signed as of date. C. A. No.28 of 2015 is accordingly disposed of without any order as to costs.
Urgent photocopies of this order, if applied for, be given to the parties subject to compliance with all requisite formalities.
(BISWANATH SOMADDER, J.) sg2 4