Calcutta High Court
Eco Cement Limited & Ors vs Unknown on 14 September, 2010
Author: I.P.Mukerji
Bench: I. P. Mukerji
COMPANY APPLICATION NO. 745 OF 2010
IN THE HIGH COURT AT CALCUTTA
ORIGINAL JURISDICTION
In the Matter of :
ECO CEMENT LIMITED & ORS.
BEFORE :
The Hon'ble JUSTICE I. P. MUKERJI
Date : 14th September, 2010.
Appearance :
Mr. Rajesh Singh, Advocate The Court : A meeting of the Shareholders of Eco Cement Limited (hereinafter referred to as the "Transferee Company") shall be convened and held at 10, Kiran Shankar Roy Road, 1st Floor, Calcutta-700001 on the 9th day of November, 2010 at 2.00 p.m. for the purpose of considering and if thought fit approving with or without modification, the Scheme of Amalgamation proposed of Nova Vyapaar Private Limited, Princeton 2 Comtrade Private Limited, Nilgiri Goods Private Limited, Aryan Commercial Private Limited, Akhurat Vinimay Private Limited, Vedik Vinimay Private Limited and Bhagyalakshmi Merchandise Private Limited (hereinafter collectively referred to as the Transferor Companies) with Eco Cement Limited.
A meeting of the Shareholders of Nova Vyapaar Private Limited shall be convened and held at 10, Kiran Shankar Roy Road, 1st Floor, Calcutta-700001 on the 9th day of November, 2010 at 2.15 p.m. for the purpose of considering and if thought fit approving with or without modification, the Scheme of Amalgamation.
A meeting of the Shareholders of Princeton Comtrade Private Limited shall be convened and held at 10, Kiran Shankar Roy Road, 1st Floor, Calcutta-700001 on the 9th day of November, 2010 at 2.30 p.m. for the purpose of considering and if thought fit approving with or without modification, the Scheme of Amalgamation.
A meeting of the Shareholders of Nilgiri Goods Private Limited shall be convened and held at 10, Kiran Shankar Roy Road, 1st Floor, Calcutta-700001 on the 9th day of November, 2010 at 2.45 p.m. for the purpose of considering and if thought fit approving with or without 3 modification, the Scheme of Amalgamation.
A meeting of the Shareholders of Aryan Commercial Private Limited shall be convened and held at 10, Kiran Shankar Roy Road, 1st Floor, Calcutta-700001 on the 9th day of November, 2010 at 3.00 p.m. for the purpose of considering and if thought fit approving with or without modification, the Scheme of Amalgamation.
A meeting of the Shareholders of Akhurat Vinimay Private Limited shall be convened and held at 10, Kiran Shankar Roy Road, 1st Floor, Calcutta-700001 on the 9th day of November, 2010 at 3.15 p.m. for the purpose of considering and if thought fit approving with or without modification, the Scheme of Amalgamation.
A meeting of the Shareholders of Vedik Vinimay Private Limited shall be convened and held at 10, Kiran Shankar Roy Road, 1st Floor, Calcutta-700001 on the 9th day of November, 2010 at 3.30 p.m. for the purpose of considering and if thought fit approving with or without modification, the Scheme of Amalgamation.
A meeting of the Shareholders of Bhagyalakshmi Merchandise Private Limited shall be convened and held at 10, Kiran Shankar Roy Road, 1st Floor, Calcutta-700001 on the 9th day of November, 2010 at 4 3.45 p.m. for the purpose of considering and if thought fit approving with or without modification, the Scheme of Amalgamation.
At least 21 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 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 or by Hand Delivery to each of the Shareholders of the applicant companies at their respective last known addresses.
At least twenty one clear days before the date 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 respective registered office of the Applicant Companies 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 5 Aajkal in Calcutta. The publication in the Calcutta Gazette is dispensed with.
The Advocate-on-Record for the Applicant Companies do within 7 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.
Mr. Sabyasachi Bhattacharjee, Advocate, Bar Association, and failing which Mr. Diptendra Nath Chunder, Advocate, 11 Old Post Office Street, Ground Floor, shall be the Chairperson of the meeting of the Shareholders of Eco Cement Limited to be held at aforesaid at a remuneration of 600 GMs.
Mr. Diptendra Nath Chunder, Advocate, 11 Old Post Office Street, Ground Floor, and failing which Mr. Sabyasachi Bhattacharjee, Advocate, Bar Association, shall be the Chairperson of the meeting of the Shareholders of Nova Vyapaar Private Limited to be held at aforesaid at a remuneration of 600 GMs.
Mr. Anirudh Poddar, Advocate, and failing which Mrs. Sutapa Roy Chaudhuri, Advocate, 7C K.S.Roy Road, 2nd floor, Room No.7, shall be the Chairperson of the meeting of the Shareholders of Princeton 6 Comtrade Private Limited to be held at aforesaid at a remuneration of 600 GMs.
Mr. Sutapa Roy Chaudhury, Advocate, 7C K.S.Roy Road, 2nd Floor, Room No.7, and failing which Mr. Anirudh Poddar, Advocate, shall be the Chairperson of the meeting of the Shareholders of Nilgiri Goods Private Limited to be held at aforesaid at a remuneration of 600 GMs.
Mr. Mritunjoy Chatterjee, Advocate, Bar Association Room No.17, and failing which Ms. Sanjukta Bhattacharjee, Advocate, Bar Association Room No.11, shall be the Chairperson of the meeting of the Shareholders of Aryan Commercial Private Limited to be held at aforesaid at a remuneration of 600 GMs.
Ms. Sanjukta Bhattacharjee, Advocate, Bar Association Room No.11, and failing which Mr. Mritunjoy Chatterjee, Advocate, Bar Association Room No.17, shall be the Chairperson of the meeting of the Shareholders of Akhurat Vinimay Private Limited to be held at aforesaid at a remuneration of 600 GMs.
7
Mr. Subir Sanyal, Advocate, Bar Association, and failing which Ms. Dipali Patra, Advocate, Bar Association Room No.15, shall be the Chairperson of the meeting of the Shareholders of Vedik Vinimay Private Limited to be held at aforesaid at a remuneration of 600 GMs.
Ms. Dipali Patra, Advocate, Bar Association Room No.15, and failing which Mr. Subir Sanyal, Advocate, Bar Association, shall be the Chairperson of the meeting of the Shareholders of Bhagyalakshmi Merchandise Private Limited to be held at aforesaid at a remuneration of 600 GMs.
Such Chairpersons or any person(s) authorised by them do issue and send out the notice of the meetings referred of above.
The quorum for the meetings of the Shareholders of the Transferee Company be fixed at 5 (Five) and that of the Transferor Companies be fixed at 2 (Two) persons, present either in person or by proxy.
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(s), is filed with the applicant companies at their respective registered office not later than forty-eight hours before the said 8 meeting(s). 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 company and where entries in the books are disputed, the Chairperson shall determine such value for the purposes of the meeting(s).
The Chairpersons do report to this Court, the result of the said meeting(s) within seven weeks from the date of the meetings and their Reports shall be verified by their respective 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.) G/