Calcutta High Court
Vision Trimpex Limited vs Wonder Realty Pvt. Ltd. & Ors on 16 December, 2009
Author: Girish Chandra Gupta
Bench: Girish Chandra Gupta
CA No. 708 of 2009
IN THE HIGH COURT AT CALCUTTA
ORIGINAL SIDE
IN THE MATTER OF:
VISION TRIMPEX LIMITED
And
WONDER REALTY PVT. LTD. & ORS.
BEFORE:
The Hon'ble JUSTICE GIRISH CHANDRA GUPTA
Date : 16th December, 2009.
Appearance:
Ms. Prabha Jain, Adv.
The Court :- That a meeting of the holders of Equity Shares in Vision Trimpex Limited (hereinafter referred to as the "Transferee Company") shall be convened and held at the Office of Mr. N.K. Patni, Advocate, 6 Old Post Office Street, 5th floor, Room No. 110, Calcutta 700 01 on Monday the 1st day of February, 2010 at 1.00 p.m. for the purposes of considering and if thought fit approving with or without modification, the proposed Scheme of Amalgamation between NTG Syndicate Private Limited; Wonder Realty Private Limited and Bohra Construction Private Limited (hereinafter referred to as the "Transferor Companies") and Vision Trimpex Limited (hereinafter referred to as the "Transferee Company").
That a meeting of the holders of Equity Shares in NTG Syndicate Private Limited shall be convened and held at the office of Mr. N.K. Patni, Advocate, 6 Old Post Office Street, 5th floor, Room No. 110, Calcutta 700 001 on Monday the 1st day of February, 2010 at 1-15 p.m. for the purposes of 2 considering and if thought fit approving with or without modification, the proposed Scheme of Amalgamation of The NTG Syndicate Private Limited and Wonder Realty Private Limited and Bohra Construction Private Limited (hereinafter referred to as the "Transferor Companies) with the Transferee Company abovenamed.
That a meeting of the holders of Equity Shares in Wonder Realty Private Limited shall be convened and held at the office of Mr. N.K. Patni, Advocate, 6, Old Post Office Street, 5th floor, Room No. 110, Calcutta 700 001 on Monday the 1st day of February, 2010 at 1-30 p.m. for the purposes of considering and if thought fit approving with or without modification, the proposed Scheme of Amalgamation of The NTG Syndicate Private Limited and Wonder Realty Private Limited and Bohra Construction Private Limited (hereinafter referred to as the "Transferor Companies) with the Transferee Company abovenamed.
That a meeting of the holders of Equity Shares in Bohra Construction Private Limited shall be convened and held at the office of Mr. N.K Patni, Advocate, 6, Old Post Office Street, 5th floor, Room No. 110, Calcutta 700001 on Monday the 1st day of February, 2010 at 1-45 p.m. for the purpose of considering and if thought fit approving with or without modification, the proposed Scheme of Amalgamation of The NTG Syndicate Private Limited and Wonder Realty Private Limited and Bohra Construction Private Limited (hereinafter referred to as the "Transferor Companies) with the Transferee Company abovenamed.
That at least 21 days before the meetings to be held as aforesaid, a notice convening the said respective meetings at the place and times as aforesaid together with a copy of the said Scheme of Amalgamation between transferee company and the transferor companies as also a copy of the 3 statement required to be sent under Section 393 of the Companies Act, 1956 and the prescribed from of proxy be served by Certificate of posting, addressed to each of the holders of the equity Shares in Vision Trimpex Limited; NTG Syndicate Private Limited; Wonder Realty Private Limited and Bohra Construction Private Limited at their respective last known addresses.
That at least twenty one clear days before the date of the respective meetings to be held as aforesaid, an advertisement, convening the said meetings and stating that the copies of the said Scheme of Amalgamation 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 Nos. 1,2,3 and 4 or at the office of their Advocate Mr. N.K. Patni, 6 Old Post Office Street, 5th floor, Room No. 110, Kolkata 700 001, be inserted once in "Economic Times" and once in "Anandabazar Patrika". The publication in the Kolkata Gazette is dispensed with.
That the Advocate-on-Record for the Applicant Companies do within 14 days from this day file in Court the form of advertisement, the form of the notice and the statement accompanying such notice and the same shall be settled by the Assistant Registrar (Company) of this Court.
That Mr. Soumen Bose, Advocate, Bar Association, Room No.2, High Court, Calcutta failing which Mr. Ayanabha Raha, Advocate, shall be the Chairperson/Chairman of the meeting of the Equity Shareholders of Vision Trimpex Limited to be held as aforesaid at remuneration of 500 G.Ms. That Mr. Ayanabha Raha, Advocate failing which Mr. Soumen Bose, Advocate, Bar Association, Room No.2, High Court, Calcutta, shall be the Chairperson/Chairman of the meeting of the Equity Shareholders of NTG Syndicate Private Limited to be held as aforesaid at remuneration of 500 G.Ms. 4 That Mr. Ashok Kumar Pal, Advocate, Bar Association, Room No. 11 (Ground Floor), High Court, Calcutta, failing which Mr. Ayanabha Raha, Advocate shall be the Chairperson/Chairman of the meeting of the Equity Shareholders of Wonder Realty Private Limited to be held as aforesaid at remuneration of 500 G.Ms. That Ms. Rikta Chatterjee, Advocate, Bar Association, Room No. 14, High Court, Calcutta, failing which Mr. Ashok Kumar Pal, Advocate shall be the Chairperson/Chairman of the meeting of the Equity Shareholders of Bohra Construction Private Limited to be held as aforesaid at remuneration of 500 G.Ms. That each Chairman/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.
That the quorum for the meetings of the holders of the Equity Shares in each of the applicant companies Nos. 1 to 4 shall be Ten persons present either personally or by proxy.
That 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 transferor companies and the transferee company as the case may be at their respective registered offices not later than forty eight hours before the respective meeting. The Chairman/Chairperson shall have the power to adjourn the meeting(s), 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 Chairman/Chairperson shall determine such value for the purposes of the meeting.
5
That the respective Chairman/Chairperson 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.
The Company Application No. 708 of 2009 is, thus, disposed of.
That the Chairman/Chairperson and all parties are to act on a xerox signed copy of this order on the usual undertakings.
(GIRISH CHANDRA GUPTA, J.) snn.
A.R.(CR).