Calcutta High Court
Twistex India Ltd. & Ors vs Unknown on 5 January, 2011
Author: I.P.Mukerji
Bench: I.P. Mukerji
C.A. No. 963 of 2010
IN THE HIGH COURT AT CALCUTTA
ORIGINAL JURISDICTION
In the Matter of:
Twistex India Ltd. & Ors.
BEFORE
The Hon'ble JUSTICE I.P. MUKERJI
Date: January 05, 2011 Mr. D.N. Sharma, Advocate alongwith Mr. Sunil Singhania , Advocate appears.
THE COURT: The separate meetings of the Equity Shareholders of Twistex India Limited, being the Applicant Company no.1 abovenamed (hereinafter referred to as "TIL"), Floral Exim Private Limited, being the Applicant Company no. 2 abovenamed (hereinafter referred to as "FEPL"), Floral Fashion Products Private Limited, being the Applicant Company no. 3 abovenamed (hereinafter referred to as "FFPPL"), Pacific Marketing Private Limited, being the Applicant Company no. 4 abovenamed (hereinafter referred to as "PMPL"), Flourence Business Private Limited, being the Applicant Company no. 5 abovenamed (hereinafter referred to as "FBPL") and Sethia Housing & Leasing Private Limited, being the Applicant Company no. 6 abovenamed (hereinafter referred to as "SHLPL") for the purpose of considering, and if thought fit, approving, with or without modifications, the proposed Scheme of Amalgamation between the Applicant Companies and their respective shareholders shall be convened and held at the office of their Advocates on Record, Messrs. Singhania & 2 Co, at No. 7B, Kiran Shankar Roy Road, 2nd floor, Kolkata 700 001 on Monday the 7th February, 2011 at the following times:
Applicant Name of the Applicant Co. Time of meeting Company of Shareholders No.1 TIL 4.30 p.m. No.2 FEPL 4.45 p.m. No.3 FFPPL 5.00 p.m. No.4 PMPL 5.15 p.m. No.5 FBPL 5.30 p.m. No.6 SHLPL 5.45 p.m. At least 21 (twenty one) days before the meetings to be held as aforesaid, notices convening the said meetings at the place and time as aforesaid together with a copy of the said Scheme, a copy of the Statement under Section 393 of the Companies Act, 1956 and the prescribed form of Proxy be sent by prepaid letter post under Certificate of Posting or by hand through personal messenger addressed to each of the said Equity Shareholders of the Applicant Companies at their respective or last known addresses.
TIL has 8 , FEPL has 12 , FFPPL has 4, PMPL has 6, FBPL has 8 and SHLPL has 6 Equity Shareholders. Since all the shareholders have already considered and given their consent in writing to the Scheme of Amalgamation, the advertisement of the notice of the meetings is dispensed with. Further, the applicant companies have common shareholders and most of them are members of the same family. Accordingly, the settlement of the individual notice, including statement to accompany the notice by the Assistant Registrar (Company) of this Court is also dispensed with.3
TIL do issue and send out the notices of the meetings referred to above on behalf of all the Applicant Companies. It shall be sufficient to mention in the notice that the meeting will be presided by Chairperson appointed by this Court. The Affidavit of Service proving the dispatch as aforesaid shall be filed on or before the date of the meeting.
Mr. Partha Sarathi Bose, Sr. Advocate, Bar Library Club, failing which Mr. Radhapada Banerjee, Bar-at-law, shall be the Chairperson of the said meeting of the Equity Shareholders of TIL to be held as aforesaid at a remuneration of 600 G.Ms. Mr.Radhapada Banerjee, Bar-at-law, failing which Mr. Partha Sarathi Bose, Sr. Advocate, Bar Library Club, shall be the Chairperson of the said meeting of the Equity Shareholders of FEPL to be held as aforesaid at a remuneration of 600 G.Ms. Ms. Soma Chatterjee, Advocate, 10 K.S.Roy Road, Ground floor, failing which Mr. A.C.Moitra, Sr. Advocate, shall be the Chairperson of the said meeting of the Equity Shareholders of FFPPL to be held as aforesaid at a remuneration of 600 G.Ms. Mr. A.C.Moitra, Sr. Advocate, failing which Ms. Soma Chatterjee, Advocate, 10 K.S.Roy Road, Ground floor, shall be the Chairperson of the said meeting of the Equity Shareholders of PMPL to be held as aforesaid at a remuneration of 600 G.Ms. Mr. R.N.Bandopadhyay, Advocate, Room No.8, 1B Old Post Office Street, Kolkata 1, failing which Ms. Noelle Banerjee, Advocate, Bar Library Club, shall be the Chairperson of the said meeting of the Equity 4 Shareholders of FBPL to be held as aforesaid at a remuneration of 600 G.Ms. Ms. Noelle Banerjee, Advocate, Bar Library Club, failing which Mr. R.N.Bandopadhyay, Advocate, Room No.8, 1B Old Post Office Street, Kolkata 1, shall be the Chairperson of the said meeting of the Equity Shareholders of SHLPL to be held as aforesaid at a remuneration of 600 G.Ms. The quorum for the said meeting of the Equity Shareholders of TIL shall be 5 (five) persons, present in person or by proxy and the quorum of the meeting of the Equity Shareholders of FEPL, FFPL, PMPL, FBPL, SHLPL shall be 3 (Three) persons, present in person or by proxy.
The 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 meeting(s), is filed with the respective Applicant Companies at their registered offices not later than forty eight hours before the respective meeting. The Chairperson(s) 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 respective Applicant Companies and, where entries in the books are disputed, the Chairpersons shall determine the value for the purpose of the meetings.
The Chairpersons do report to this Court the result of the said meetings within three weeks from the date of the conclusion of the said meetings and their respective reports shall be verified by their respective affidavits.5
In the facts and circumstances of the case, I am not making this application returnable to ascertain the consent of the shareholders as the meetings will be held according to the Companies Act and the Rules. Only some formalities are being dispensed with.
Summons be signed as of date. C.A. No. 963 of 2010 is disposed of.
Leave is granted to file Supplementary Affidavit.
The Chairpersons and all parties concerned do act on a copy of the minutes of this order duly signed by an officer of this Court on the usual undertakings.
(I.P.MUKERJI, J.) G/