Calcutta High Court
M/S. Om Besco Super Friction vs Unknown on 3 March, 2014
Author: Patherya
Bench: Patherya
Company Application No. 102 of 2014
IN THE HIGH COURT AT CALCUTTA
ORIGINAL JURISDICTION
ORIGINAL SIDE
In the matter of:
M/s. OM BESCO SUPER FRICTION
PVT. LTD. & ANR.
Appearance
Mr. S.K. Tiwari, Advocate.
Mr. Nikunj Berlia, Advocate.
Before:
The Hon'ble JUSTICE PATHERYA
Date: March 3, 2014 The Court : A separate meeting of the holders of the Equity shares in the M/s. OM BESCO SUPER FRICTION PVT. LTD. (hereinafter referred to as the "Transferee Company") shall be convened and held at 9C, Poonam Building, 9th Floor, 5/2 Russel Street, Kolkata - 700 071, West Bengal at 2 pm on 10.04.2014 for 2 the purpose of considering and if thought fit, approving with or without modification, a Scheme of Amalgamation between the Applicant Companies and their respective shareholders for the purpose of amalgamation of the Transferor Company with the Transferee Company.
A separate meeting of the holders of the Equity Shares in the M/s. HIM POLYMERS & ELASTOMERS PVT. LTD. (hereinafter referred to as the "Transferor Company") shall be convened and held at 9C, Poonam Building, 9th Floor, 5/2 Russel Street, Kolkata - 700 071, West Bengal at 2.30 pm on 10.04.2014 for the purpose of considering and if thought fit, approving with or without modification, a Scheme of Amalgamation between the Applicant Companies and their respective shareholders for the purpose of amalgamation of the Transferor Company with the Transferee Company.
At least twenty-one clear days before the meeting to be held at aforesaid, a notice convening the said meeting at the place and time as aforesaid together with a copy of the said Scheme of 3 Amalgamation, a copy of the statement required to be sent under section 393 of the Companies Act, 1956 and the prescribed forms of the proxy be served by registered post upon each of the holders of the said Equity shares in the respective Applicant Companies at their respective or last known address.
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 section 393 of the Companies Act 1956 and the forms of the proxy can be obtained free of charge at the Registered office of the Transferee Company or at their aforesaid Advocate's office", be inserted once in "
Business Standard", Calcutta Edition and once in "Dainik Statesman". Publication of the notice of the meeting in the Calcutta Gazette is dispensed with. The advocate for the Applicant Companies do within seven days from this day, file in the Court the form of the notices and the same shall be settled by the Assistant Registrar (Company) of the Court immediately.4
Ms.Anjan Chakravarty, Advocate, Bar Association, Room No.4, falling which Ms.Bipasha Das, Advocate, High Court, Calcutta residence & Chamber at A-18/11, Rabindra Nagar Kolkata- 700 018 shall be the Chairperson of the said meeting of the Equity Share- holders of the Transferee Company to be held as aforesaid at a remuneration of 300 Gms. for such meeting.
Ms.Bipasha Das, Advocate, High Court, Calcutta residence & Chamber at A-18/11, Rabindra Nagar Kolkata- 700 018 falling which Ms.Anjan Chakravarty, Advocate, Bar Association, Room No.4, shall be the Chairperson of the said meeting of the Equity Share-holders of the Transferor Company to be held as aforesaid at a remuneration of 300 Gms. for such meeting.
The notices shall be dispatched under the personal supervision of one of the Directors of the Transferee Company who shall prove such dispatch by filing an affidavit of service.
The quorum for the meeting of Transferee Company would be two either personally or by proxy. The quorum of meetings 5 of the Transferor Company would be two 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 meeting, is filed with the Transferee Company at its registered office not after than forty eight hours before the meetings. The Chairpersons shall have the power to adjourn the meeting, 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 meetings.
The Chairpersons and all parties concerned are to act on a signed photocopy of this order on the usual undertakings.
(PATHERYA, J) sb.