Calcutta High Court
Randar Businesses Pvt. Ltd. & Anr vs Unknown on 26 September, 2016
Author: Soumen Sen
Bench: Soumen Sen
ORDER SHEET
CA No.741 of 2016
IN THE HIGH COURT AT CALCUTTA
Original Jurisdiction
ORIGINAL SIDE
In the matter of:
RANDAR BUSINESSES PVT. LTD. & ANR.
BEFORE:
The Hon'ble JUSTICE SOUMEN SEN
Date : 26th September, 2016.
Appearance:
Mr. A.K. Upadhyay, Adv.
The Court: A meeting of the equity shareholders of Randar Businesses Private Limited, being the applicant no.1 abovenamed (hereinafter referred to as "the Transferee Company") shall be convened on 2nd November, 2016 at 1 p.m. for the purpose of considering and if thought fit, approving with or without modification, a Scheme of Amalgamation of Dayanidhi Tradelink Private Limited, being the applicant company no.2, with Randar Businesses Private Ltd., being the applicant no.1.
A separate meeting of the equity shareholders of the Dayanidhi Tradelink Pvt. Ltd, being the applicant company no.2 (hereinafter referred to as "the Transferor Company") shall be convened and held on the same day at the same venue at 1.30 p.m. for the purpose of considering and if thought fit, approving with or without modification, a Scheme of Amalgamation.
At least twenty-one clear days before 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, 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 2 post, by courier and/or hand delivery to each of the equity shareholders of the applicant company concerned at their respective last known addresses.
In addition, at least twenty-one days before the day appointed for the meetings, an advertisement convening the same and stating that copies of the said Scheme of Amalgamation and the statement required to be furnished pursuant to the sanction 393 of the Companies Act, 1956 and the forms of proxy can be obtained free of charge at the registered office of the applicant companies or at the office of advocates representing the applicant companies, shall be inserted and published once in "Business Standard" and once in "Aajkal". Publication of the notice of the meetings in the Calcutta Gazette, however, is dispensed with. Advocates for the applicant companies shall within seven days from this day file in Court the form of the notice and the same shall be settled by the Assistant Registrar (Company) of the Court.
Miss. Asapurna Ray, Advocate, failing which Miss Aradhita Ghosh Mondal Advocate, shall be the Chairperson of the meeting of the equity shareholders of the transferee company to be held as aforesaid at a remuneration of 1200 GMs., for such meeting.
Mr. Anuj Singh, Advocate of Bar Library Club, failing which Miss Nilanjana Auddy, Advocate shall be the Chairperson of the meeting of the equity shareholders of the applicant company No.2 to be held as aforesaid at a remuneration of 1200 GMs., for such meeting.
The quorum for the said meetings of the equity shareholders for the transferee company and the transferor company shall be 2(two) persons respectively either personally or by proxy. 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 meetings, is filed with the applicant companies at their respective registered office not later than 3 forty eight hours before the meetings. The Chairpersons shall have the power to adjourn the meetings, if necessary.
The value of each share shall be in accordance with the books of the applicant companies and where entries in the books are disputed, the respective Chairpersons shall determine the value for the purpose of the meetings.
The Chairpersons shall report to this Court the results of the said meetings within two weeks from the date of the conclusion of such meetings and their reports shall be verified by their respective affidavits.
Let the summons be signed as of date.
CA No.741 of 2016 is accordingly disposed of.
Urgent photostat certified copy of this order, if applied for, be supplied to the parties subject to compliance of all requisite formalities.
(SOUMEN SEN, J.) b.pla.