Calcutta High Court
Kapyee Mercantiles Private Limited & ... vs Unknown on 21 September, 2010
Author: I.P.Mukerji
Bench: I. P. Mukerji
C.A. NO.786 OF 2010
IN THE HIGH COURT AT CALCUTTA
ORIGINAL JURISDICTION
IN THE MATTER OF:
KAPYEE MERCANTILES PRIVATE LIMITED & ORS.
Before
The Hon'ble JUSTICE I. P. MUKERJI
Date: September 21, 2010 Appearance:
Ms. Sanjukta Mukherjee, Advocate THE COURT: A meeting of the Equity Shareholders of KAYPEE MERCANTILES PRIVATE LIMITED, (the Applicant Company No.1), being the TRANSFEREE COMPANY for the purpose of considering, and, if thought fit, approving, with or without modification, the Scheme of Amalgamation proposed to be made between KAYPEE MERCANTILES PRIVATE LIMITED, (the Applicant Company No.1), LABH INTRADE PRIVATE LIMITED, (the applicant company no.2), ADVENT COMMOTRADE PRIVATE LIMITED (the Applicant Company No.3), BHUMI COMMOTRADE PRIVATE LIMITED, (the Applicant Company No.4), ATLANTA COMMOTRADE PRIVATE LIMITED (the Applicant 2 Company No.5) and MARINA SUPPLIERS PRIVATE LIMITED, (the Applicant Company No.6) abovenamed shall be convened and held at the office of their Advocate-on-Record M/s. Mukherjee Agarwalla & Co., Advocates, 7C, Kiran Shankar Roy Road, Ground floor, Kolkata- 700001 on 6th day of October, 2010 at 12.00 Noon.
A meeting of the Equity Shareholders of LABH INTRADE PRIVATE LIMITED (the Applicant Company No.2) for the purpose of considering, and, if thought fit, approving, with or without modification, the Scheme of Amalgamation proposed to be made between KAYPEE MERCANTILES PRIVATE LIMITED, (the Applicant Company No.1), LABH INTRADE PRIVATE LIMITED, (the applicant company no.2), ADVENT COMMOTRADE PRIVATE LIMITED (the Applicant Company No.3), BHUMI COMMOTRADE PRIVATE LIMITED, (the Applicant Company No.4), ATLANTA COMMOTRADE PRIVATE LIMITED (the Applicant Company No.5) and MARINA SUPPLIERS PRIVATE LIMITED, (the Applicant Company No.6) abovenamed shall be convened and held at the office of their Advocate-on-Record M/s. Mukherjee Agarwalla & Co., Advocates, 7C, Kiran Shankar Roy Road, Ground floor, Kolkata-700001 on 6th day of October, 2010 at 12:15 P.M A meeting of the Equity Shareholders of ADVENT COMMOTRADE PRIVATE LIMITED (the Applicant Company No.3) for the purpose of considering, and, if thought fit, approving, with or without modification, 3 the Scheme of Amalgamation proposed to be made between KAYPEE MERCANTILES PRIVATE LIMITED, (the Applicant Company No.1), LABH INTRADE PRIVATE LIMITED, (the applicant company no.2), ADVENT COMMOTRADE PRIVATE LIMITED (the Applicant Company No.3), BHUMI COMMOTRADE PRIVATE LIMITED, (the Applicant Company No.4), ATLANTA COMMOTRADE PRIVATE LIMITED (the Applicant Company No.5) and MARINA SUPPLIERS PRIVATE LIMITED, (the Applicant Company No.6) abovenamed shall be convened and held at the office of their Advocate-on-Record M/s. Mukherjee Agarwalla & Co., Advocates, 7C, Kiran Shankar Roy Road, Ground floor, Kolkata-700001 on 6th day of October, 2010 at 12:30 P.M. A meeting of the Equity Shareholders of BHUMI COMMOTRADE PRIVATE LIMITED (the Applicant Company No.4) for the purpose of considering, and, if thought fit, approving, with or without modification, the Scheme of Amalgamation proposed to be made between KAYPEE MERCANTILES PRIVATE LIMITED, (the Applicant Company No.1), LABH INTRADE PRIVATE LIMITED, (the applicant company no.2), ADVENT COMMOTRADE PRIVATE LIMITED (the Applicant Company No.3), BHUMI COMMOTRADE PRIVATE LIMITED, (the Applicant Company No.4), ATLANTA COMMOTRADE PRIVATE LIMITED (the Applicant Company No.5) and MARINA SUPPLIERS PRIVATE LIMITED, (the Applicant Company No.6) abovenamed shall be convened and held at the office of their Advocate-on-Record M/s. Mukherjee 4 Agarwalla & Co., Advocates, 7C, Kiran Shankar Roy Road, Ground floor, Kolkata-700001 on 6th day of October, 2010 at 12:45 P.M A meeting of the Equity Shareholders of ATLANTA COMMOTRADE PRIVATE LIMITED (the Applicant Company No.5) for the purpose of considering, and, if thought fit, approving, with or without modification, the Scheme of Amalgamation proposed to be made between KAYPEE MERCANTILES PRIVATE LIMITED, (the Applicant Company No.1), LABH INTRADE PRIVATE LIMITED, (the applicant company no.2), ADVENT COMMOTRADE PRIVATE LIMITED (the Applicant Company No.3), BHUMI COMMOTRADE PRIVATE LIMITED, (the Applicant Company No.4), ATLANTA COMMOTRADE PRIVATE LIMITED (the Applicant Company No.5) and MARINA SUPPLIERS PRIVATE LIMITED, (the Applicant Company No.6) abovenamed shall be convened and held at the office of their Advocate-on-Record M/s. Mukherjee Agarwalla & Co., Advocates, 7C, Kiran Shankar Roy Road, Ground floor, Kolkata-700001 on 6th day of October, 2010 at 1:00 P.M A meeting of the Equity Shareholders of MARINA SUPPLIERS PRIVATE LIMITED (the Applicant Company No.6) for the purpose of considering, and, if thought fit, approving, with or without modification, the Scheme of Amalgamation proposed to be made between KAYPEE MERCANTILES PRIVATE LIMITED, (the Applicant Company No.1), 5 LABH INTRADE PRIVATE LIMITED, (the applicant company no.2), ADVENT COMMOTRADE PRIVATE LIMITED (the Applicant Company No.3), BHUMI COMMOTRADE PRIVATE LIMITED, (the Applicant Company No.4), ATLANTA COMMOTRADE PRIVATE LIMITED (the Applicant Company No.5) and MARINA SUPPLIERS PRIVATE LIMITED, (the Applicant Company No.6) abovenamed shall be convened and held at the office of their Advocate-on-Record M/s. Mukherjee Agarwalla & Co., Advocates, 7C, Kiran Shankar Roy Road, Ground floor, Kolkata-700001 on 6th day of October, 2010 at 1:00 P.M Since all the shareholders of the applicant companies abovenamed have already considered and given their consent in writing to the Scheme, such meetings may be held at short notice.
At least 3 (three) 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 and received 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.6
The advertisement of the notice of the meetings is dispensed with. The settlement of the individual notice, including statement to accompany the notice by the Assistant Registrar (Company) of this Court is also dispensed with.
Ms. Suchismita Ghosh, Advocate, Bar Library Club, shall be the Chairperson of the said meeting of the Equity Shareholders of the Transferee Company to be held as aforesaid at a remuneration of 600 G.Ms. Mr. Amitabha Ghosh, Advocate, Bar Library Club, shall be the Chairperson of the said meeting of the Equity Shareholders of the Applicant Company No.2, to be held as aforesaid at a remuneration of 600 G.Ms. Mr. Debabrata Dasgupta, Advocate, Bar Association Room No.5, shall be the Chairperson of the said meeting of the Equity Shareholders of the Applicant Company No.3, to be held as aforesaid at a remuneration of 600 G.Ms. Mr. Saidul Islam, Advocate, Bar Association Room No.14, shall be the Chairperson of the said meeting of the Equity Shareholders of the Applicant Company No.4, to be held as aforesaid at a remuneration of 600 G.Ms. 7 Mr. Pravas Bhattacharya, Advocate, Bar Association Room No.5, shall be the Chairperson of the said meeting of the Equity Shareholders of the Applicant Company No.5, to be held as aforesaid at a remuneration of 600 G.Ms. Mr. Rathin Dey, Advocate, Bar Association Room No.4, shall be the Chairperson of the said meeting of the Equity Shareholders of the Applicant Company No.6, to be held as aforesaid at a remuneration of 600 G.Ms. Any Chairperson failing, any other may act.
The Chairpersons appointed for the said meetings or any person authorised by them do issue and send out the notices of the meetings referred to above.
The quorum for the said meeting of the Equity Shareholders of the Applicant Company Nos.1 to 6 shall be 2 (Two) persons each, present 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 registered offices not later than forty eight hours before the meetings.
8The Chairpersons shall have the power to adjourn the meetings, if necessary.
The value of each member shall be in accordance with the books of the 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 results of the said meetings within one week from the date of the conclusion of the said meetings and their report shall be verified by their affidavits.
Summons be signed as of date. C.A. No.786 of 2010 is disposed of.
The Chairpersons and all parties concerned are to act on a signed photocopy of this order upon the usual undertakings.
(I.P.MUKERJI, J.) G/