Calcutta High Court
Nabin Designers & Const Ructions P.Ltd & ... vs Unknown on 23 September, 2013
Author: Harish Tandon
Bench: Harish Tandon
ORDER SHEET
CA No.449 of 2013
IN THE HIGH COURT AT CALCUTTA
Original Jurisdiction
ORIGINAL SIDE
IN THE MATTER OF:
NABIN DESIGNERS & CONST RUCTIONS P.LTD & ANR
BEFORE:
The Hon'ble JUSTICE HARISH TANDON
Date : 23rd September, 2013.
Ms.Manju Bhuteria, Adv. appears The Court : That a meeting of the Equity Shareholders of Nabin Designers & Constructions Private Limited, being the applicant no.1 herein shall be convened and held at 1B, Old Post Office Street, Ground Floor, Kolkata 700 001, on Monday the 18th November, 2013 at 4:30 P.M. for the purpose of considering, and if thought fit, approving, with or without modification, the proposed Scheme of Amalgamation of the Applicant no.1 with the Applicant no.2.
That a meeting of the Equity Shareholders of Indo Nabin Projects Limited, being the applicant no.2 herein shall be convened and held at 1B, Old Post Office Street, Ground Floor, Kolkata 700 001, on Monday the 18th November, 2013 at 4:45 P.M. for the purpose of considering, and if thought fit, approving, with or without modification, the proposed Scheme of Amalgamation of the Applicant no.1 with the Applicant no.2.
That at least 21 (twenty one) clear days before the date of the said meetings an advertisement convening the same and stating that copies of the 2 said Scheme of Amalgamation and of the Statement required to be furnished pursuant to Section 393 of the Companies Act 1956 and a form of proxy can be obtained free of charge at the Registered Office of the concerned Applicant companies or at the office of their Advocates Messrs Khaitan & Co., 1B, Old Post Office Street, Kolkata 700 001 be inserted once each in the "Pratidin" Bengali newspaper and in "The Business Standard" English newspaper. The publication in the Calcutta Gazette is dispensed with.
That in addition, at least 21 (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, a copy of the Statement required to be sent under Section 393 of the Companies Act, 1956 and the prescribed form of Proxy be send by registered post or by hand through Personal Messenger addressed to each of the Equity Shareholders in the concerned Applicant Companies at their respective or last known addresses.
That the Advocates-on-Record for the Applicant Companies do within 3 days (after obtaining an authenticated copy of this order) file in Court the form of the notices and the statement to accompany the notice and the same shall be settled by the Assistant Registrar (Company) of this Court.
That Mr. Biswaroop Bhattacharya, Advocate shall be the Chairperson for the said meeting of the Equity Shareholders of the Applicant no.1 to be held as aforesaid at a remuneration of 1000 G.M. That Ms.Sulagna Mukherjee, Advocate shall be the Chairperson for the said meeting of the Equity Shareholders of the Applicant no.2 to be held as aforesaid at a remuneration of 600 G.M. 3 That any one of the Chairpersons appointed for the said meetings or any person authorised by them or any one of them do issue and send out the notice of the said meetings referred to above.
That the quorum for the meeting of the Equity Shareholders of the Applicant no.1 be fixed at 2 (two) persons present either in person or in proxy; and the quorum for the meeting of the Equity Shareholders of the Applicant no.2 be fixed at 5 (five) persons present either in person or in proxy.
That 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 meeting, is filed with the concerned Applicant Companies at their Registered Office not later than forty eight hours before the meetings. Any one of the Chairpersons shall have the power to adjourn the meeting, if necessary.
That the value of each member shall be in accordance with the respective books of the concerned Applicant Companies and where entries in the books are disputed, the Chairperson concerned shall determine the value for the purpose of the meeting.
That the Chairpersons do report to this Court the results of the said meetings within four weeks from the date of the conclusion of the respective meetings and their respective reports shall be verified by their respective affidavits.
Summons be signed as of date. The application is thus disposed of.
(HARISH TANDON, J.) dg2