Calcutta High Court
Pratyaha News Services Private Limited vs Pratidin Prakashani Private Limited on 24 June, 2015
Author: Debangsu Basak
Bench: Debangsu Basak
ORDER SHEET
CA 206 of 2015
IN THE HIGH COURT AT CALCUTTA
Original Jurisdiction
ORIGINAL SIDE
IN THE MATTER OF :
PRATYAHA NEWS SERVICES PRIVATE LIMITED
AND
PRATIDIN PRAKASHANI PRIVATE LIMITED
BEFORE:
The Hon'ble JUSTICE DEBANGSU BASAK
Date : 24th June, 2015.
Appearance:
Ms.Manju Bhuteria, Advocate
Ms.Atasi Sarkar, Advocate
Md.Sharif Ali, Advocate
The Court : The application is for convening a meeting of the equity share
holders of the applicant companies in respect of a scheme of amalgamation
proposed between two applicants. By the proposed scheme of amalgamation the
applicant no.1 is sought to be merged with the applicant no.2.
The Central Bureau of Investigation had issued a notice with regard to one
of the shareholders of the applicant no.2. Consequently, by my order dated May
11, 2015 I had required to the applicants to serve notice of this application on
the Central Bureau of Investigation. The Central Bureau of Investigation has
since been served with a copy of the application. Learned Counsel appearing for
the Central Bureau of Investigation had sought an adjournment on June 3, 2015
to take instructions.
Learned Counsel for the Central Bureau of Investigation referring to the
written instruction dated June 16, 2015 given to him submits that the Central
2
Bureau of Investigation has no objection to the application. The application may
be considered in accordance with law. He submits that the written instruction
may be kept with the record. The written instruction dated June 16, 2015 be
kept with the record.
In such circumstances, the following order is passed :-
1.A meeting of the members holding Equity Shares of the applicant no.1 abovenamed shall be convened and held at Premises No.11, Hungerford Street, 2nd Floor, Kolkata-700 017, on Saturday the 1st day of August, 2015 at 11.00 A.M. in the morning for the purpose of considering and if thought fit, approving, with or without modification, the scheme of amalgamation proposed to be made between PRATYAHA NEWS SERVICE PRIVATE LIMITED and PRATIDIN PRAKASHANI PRIVATE LIMITED and the respective equity shareholders of the said companies.
2. A meeting of the members holding Equity Shares of the applicant no.2 abovenamed shall be convened and held at Premises No.20, Prafulla Sarkar Street, Kolkata-700 072, on Saturday the 1st day of August, 2015 at 11.30 A.M. in the morning for the purpose of considering and if thought fit, approving, with or without modification, the scheme of amalgamation proposed to be made between PRATYAHA NEWS SERVICE PRIVATE LIMITED and PRATIDIN PRAKASHANI PRIVATE LIMITED and the respective equity shareholders of the said companies.
3. At least 21(twenty one) days before the day appointed for the meetings, an advertisement convening the same and stating that copies of the said scheme 3 of amalgamation and the of the statement required to be furnished pursuant to Section 393 of the Companies Act, 1956 and forms of proxy can be obtained free of charge at the registered office of the applicants or at the office of their Advocates-on-Record, M/s. Victor Moses & Co., 6, Old Post Office Street, Ground Floor, Kolkata - 700 001, be inserted once in "Bartaman" and once in "Business Standard". Advertisement in the Calcutta Gazette is dispensed with.
4. In addition, at least 21 (twenty one) clear 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 required to be sent under Section 393 of the Companies Act, 1956 and the prescribed form of proxy be sent by registered post or by hand through personal messenger addressed to each of the equity shareholders in the applicants at their respective last known addresses.
5. The Advocates-on-Record for the applicants abovenamed do within seven days (after obtaining an authenticated copy of this order) from the date of obtaining this order file in Court, the form of the notices and the statement to accompany the notices and the same shall be settled by Assistant Registrar (Company) of this Court.
6. Mr.Sutanu Chakraborty, Advocate, shall be the Chairperson for the said meeting of the applicant no.1 to be held as aforesaid at a remuneration of 1200 GMs.
7. Mr.Amitava Deb, Advocate, shall be the Chairperson for the said meeting of the applicant no.2 to be held as aforesaid at a remuneration of 1200 GMs. 4
8. The Chairperson appointed for the said meeting or any person authorized by them do issue and send out the notices of the said meetings referred to above.
9. The quorum for the said meeting of the equity shareholders of the applicant no.1 shall be fixed at two persons present either in person or by proxy.
10. The quorum for the said meeting of the equity shareholders of the applicant no.2 shall be fixed at two persons present either in person or by proxy.
11. 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 are filed with the applicants at their respective registered offices not later than 48 hours before the meetings. The Chairpersons shall have the power to adjourn the meetings, if necessary.
12. The value of each member shall be in accordance with the books of the applicants and where entries in the books are disputed, the Chairpersons shall determine the value for the purpose of the meetings.
13. 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. The said reports shall be verified by affidavits.
14. Summons be signed as of date. CA No.206 of 2015 is disposed of. No order as to costs.
(DEBANGSU BASAK, J.) S.Das AR[CR] 5