Calcutta High Court
S. G. Projects Limited & Ors vs Unknown on 19 July, 2010
Author: I.P. Mukerji
Bench: I. P. Mukerji
CA NO.524 OF 2010
IN THE HIGH COURT AT CALCUTTA
ORIGINAL JURISDICTION
In the Matter of:
S. G. PROJECTS LIMITED & ORS.
BEFORE :
The Hon'ble JUSTICE I. P. MUKERJI
Date : 19th July, 2010.
Appearance:
Mr. Rajesh Singh, Advocate The Court : A meeting of the Shareholders of S. G. Projects 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 27th day of August, 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 Jai Mangla Coal Private Limited, R. S. Buildcon Private Limited, Exim Scrips Transactions Private Limited, Cash Cow Trader Private Limited and Bliss Supplier Private Limited (hereinafter collectively referred to as the Transferor Companies) with S. G. Projects Limited.
A meeting of the Shareholders of Jai Mangla Coal Private Limited shall be convened and held at 10, Kiran Shankar Roy Road, 1st Floor, 2 Calcutta-700001 on the 27th day of August, 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 R. S. Buildcon Private Limited shall be convened and held at 10, Kiran Shankar Roy Road, 1st Floor, Calcutta-700001 on the 27th day of August, 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 Exim Scrips Transactions Private Limited shall be convened and held at 10, Kiran Shankar Roy Road, 1st Floor, Calcutta-700001 on the 27th day of August, 2010 at 2.45 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 Cash Cow Trader Private Limited shall be convened and held at 10, Kiran Shankar Roy Road, 1st Floor, Calcutta-700001 on the 27th day of August, 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 Bliss Supplier Private Limited shall be convened and held at 10, Kiran Shankar Roy Road, 1st Floor, 3 Calcutta-700001 on the 27th day of August, 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 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 Dainik Statesman in Calcutta. The publication in the Calcutta Gazette is dispensed with.4
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.
Mrs. Nandini Mitra, Advocate, Bar Library Club and failing which Ms. Pompeyi Bose, Advocate, Bar Association shall be the Chairperson of the meeting of the Shareholders of S. G. Projects Limited to be held at aforesaid at a remuneration of 500 GMS.
Ms. Pompeyi Bose Advocate, Bar Association, and failing which Mrs. Nandini Mitra, Advocate, Bar Library Club, shall be the Chairperson of the meeting of the Shareholders of Jai Mangla Coal Private Limited to be held at aforesaid at a remuneration of 500 GMS.
Mr. Partha Pratim Sarkar, Advocate, Bar Association, Room No.5, and failing Mrs. Shukla Banerjee, Advocate, Bar Library Club shall be the Chairperson of the meeting of the Shareholders of R. S. Buildcon Private Limited to be held at aforesaid at a remuneration of 500 GMS.
Mrs. Shukla Banerjee, Advocate, Bar Library Club, and failing which Mr. Partha Pratim Sarkar, Advocate, Bar Association, Room No.5, 5 shall be the Chairperson of the meeting of the Shareholders of Exim Scrips Transactions Private Limited to be held at aforesaid at a remuneration of 500 GMS.
Mrs. Jayashree Chakraborty, Advocate, Bar Library Club and failing which Ms. Tapati Ghosh, Advocate, Bar Library Club, shall be the Chairperson of the meeting of the Shareholders of Cash Cow Trader Private Limited to be held at aforesaid at a remuneration of 500 GMS.
Ms. Tapati Ghosh, Advocate, Bar Library Club, and failing which Mrs. Jayashree Chakraborty, Advocate, Bar Library Club, shall be the Chairperson of the meeting of the Shareholders of Bliss Supplier Private Limited to be held at aforesaid at a remuneration of 500 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 meeting of the Shareholders of all the Transferor Companies be fixed at 2 (two) persons and that of the Transferee Company be fixed at 5 (five) persons, present either in person or by proxy.6
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 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.) SP/