Calcutta High Court
Startrack Vinimay Pvt vs Pankaja Art & Credit Pvt. Ltd on 30 July, 2008
Author: Sanjib Banerjee
Bench: Sanjib Banerjee
CA No. 498 of 2008
IN THE HIGH COURT AT CALCUTTA
Original Jurisdiction
ORIGINAL SIDE
IN THE MATTER OF:
STARTRACK VINIMAY PVT.
And
PANKAJA ART & CREDIT PVT. LTD.
BEFORE:
The Hon'ble JUSTICE SANJIB BANERJEE
Date : 30th July, 2008.
The Court : That a meeting of the Shareholders of Startrack Vinimay Private Limited shall be convened and held at 10, Kiran Shankar Roy Road, Kolkata-700001 on the 12th day of September, 2008 at 4.00 p.m. for the purpose of considering and if thought fit approving with or without modification, the proposed Scheme of Amalgamation of Pankaja Art & Credit Private Limited (hereinafter referred to as the Transferor Company) with Startrack Vinimay Private Limited (hereinafter referred to as the Transferee Company).
That a meeting of the shareholders of Pankaja Art & Credit Private Limited shall be convened and held at 10, Kiran Shankar Roy Road, 1st Floor, Kolkata-700001 on the 12th Day of September, 2008 at 4.30 p.m. for the purpose of considering and if thought fit approving with or without modification, the proposed Scheme of Amalgamation.
That 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 times 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 2 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 all the applicant companies at their respective last know addresses.
That 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 offices of the Applicant Companies or at the office of their Advocate Mr. Rajesh Singh of 10, Kiran Shankar Roy Road, 1st Floor, Kolkata-700001 be inserted once in The Statesman and Dainik Statesman in Kolkata. The publication in the Kolkata Gazette is dispensed with.
That 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.
That Mr. Ashis Kumar Paul, Advocate, and failing which Mr. Sadananda Mondal, Advocate, shall be the Chairperson of the meeting of the Shareholders of Startrack Vinimay Private Limited to be held at aforesaid at a remuneration of 400 GMs.
That Mr. Sadananda Mondal, Advocate, and failing which Mr. Ashis Kumar Paul, Advocate, shall be the Chairperson of the meeting of the Shareholders of Pankaja Art & Credit Private Limited to be held at aforesaid at a remuneration of 400 GMs.
That such Chairpersons or any person(s) authorised by them do issue and send out the notice of the meetings referred of above.
That the quorum for the meetings of the Shareholders of the Transferee Company as well as the Transferor Company be fixed at three persons, present either in person or by proxy.
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That 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 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 company and where entries in the books are disputed, the Chairperson shall determine such value for the purposes of the meeting.
That the Chairpersons do report to this Court, the result of the said meeting(s) within seven weeks from the date of the meeting(s) and their Reports shall be verified by their respective affidavits.
That the Chairpersons and all parties concerned do act on a certified photostat copy of this order duly signed by an officer of this Court being served on them on the usual undertakings of the applicants and subject to compliance with requisite formalities.
(SANJIB BANERJEE, J.) sg.