Calcutta High Court
Aamer Credit Capital Private Limited & ... vs Unknown on 12 January, 2009
Author: Maharaj Sinha
Bench: Maharaj Sinha
CA 8 of 2009
IN THE HIGH COURT AT CALCUTTA
ORIGINAL SIDE
IN THE MATTER OF :
AAMER CREDIT CAPITAL PRIVATE LIMITED & ORS.
BEFORE :
THE HON'BLE JUSTICE MAHARAJ SINHA
DATE : 12 January 2009 THE COURT :- Let a meeting of the equity shareholders of Aamer Credit Capital Private Limited(hereinafter referred to as the "Transferor Company No. 1") be convened and held at 1B,Old Post Office Street,1st Floor,Kolkata-700 001, on Friday, the 6 March 2009 at 3.00 pm for the purpose of considering, and if thought fit, approving with or without modification, the proposed Scheme of Reorganisation and Amalgamation of the applicant nos. 1,2,3,4 and 5 with the applicant no. 6.
Let a meeting of the equity shareholders of Crucial Fiscal Private Limited(hereinafter referred to as the "Transferor Company No. 2") be convened and held at 1B, Old Post Office Street,1st Floor,Kolkata -700 001, on Friday, the 6 March 2009 at 3.15 pm for the purpose of considering, and if thought fit, approving with or without modification, the proposed Scheme of Reorganisation and Amalgamation of the applicant nos. 1,2,3,4 and 5 with the applicant no. 6.
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Let a meeting of the equity shareholders of Maple Securities Private Limited(hereinafter referred to as the "Transferor Company No. 3") be convened and held at 1B, Old Post Office Street,1st Floor,Kolkata -700 001, on Friday, the 6 March 2009 at 3.30 pm for the purpose of considering,and if thought fit, approving with or without modification, the proposed Scheme of Reorganisation and Amalgamation of the applicant nos. 1,2,3,4 and 5 with the applicant no. 6.
Let a meeting of the shareholders of Vivek Vinidhan Private Limited(hereinafter referred to as the "Transferor Company No. 4") be convened and held at 1B,Old Post Office Street,1st Floor,Kolkata
-700 001,on Friday, the 6 March 2009 at 3.45 pm for the purpose of considering,and if thought fit, approving with or without modification, the proposed Scheme of Reorganisation and Amalgamation of the applicant nos. 1,2,3,4 and 5 with the applicant no. 6.
Let a meeting of the equity shareholders of Silverline Overseas Credits Private Limited(hereinafter to as the "Transferor Company No. 5") be convened and held at 1B,Old Post Office Street,1st Floor,Kolkata - 700 001, on Friday, the 6 March 2009 at 4 pm for the purpose of considering, and if thought fit, approving with or without modification, the proposed Scheme of Reorganisation and Amalgamation of the applicant nos. 1,2,3,4 and 5 with the applicant no. 6.
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Let a meeting of the equity shareholders of Simplex Developments Private Limited(hereinafter referred to as the "Transferee Company") be convened and held at 1B,Old Post Office Street, 1st Floor,Kolkata -700 001, on Friday the 6 march,2009 at 4.15 pm for the purpose of considering, and if thought fit, approving, with or without modification, the proposed Scheme of Reorganisation and Amalgamation of the applicant nos. 1,2,3,4 and 5 with the applicant no. 6.
Let a meeting of the Unsecured Loan Creditors of Aamer Credit Capital Private Limited(hereinafter referred to as the "Transferor Company No.1") be convened and held at 1B,Old Post Office Street,1st Floor, Kolkata -700 001, on Friday, the 6 March 2009 at 4.30 pm for the purpose of considering, and if thought fit, approving, with or without modification, the proposed Scheme of Reorganisation and Amalgamation of the applicant nos. 1,2,3,4 and 5 with the applicant no. 6.
Let a meeting of the Unsecured Loan Creditors of Crucial Fiscal Private Limited(hereinafter referred to as the "Transferor Company No. 2") be convened and held at 1B, Old Post Office Street,1st Floor, Kolkata -700 001, on Friday, the 6 March 2009 at 4.45 pm for the purpose of considering, and if thought fit, approving, with or without modification, the proposed Scheme of Reorganisation and Amalgamation of the applicant nos. 1,2,3,4 and 5 with the applicant no. 6.
4Let a meeting of the Unsecured Loan Creditors of Maple Securities Private Limited(hereinafter referred to as the "Transferor Company No. 3") be convened and held at 1B,Old Post Office Street, 1st Floor,Kolkata -700 001, on Friday, the 6 March 2009 at 5 pm for the purpose of considering, and if thought fit, approving, with or without modification, the proposed Scheme of Reorganisation and Amalgamation of the applicant nos. 1,2,3,4 and 5 with the applicant no. 6.
Let a meeting of the Unsecured Loan Creditors of Vivek Vinidhan Private Limited(hereinafter referred to as the "Transferor Company No. 4") be convened and held at 1B, Old Post Office Street, 1st Floor, Kolkata -700 001, on Friday, the 6 March 2009 at 5.15 pm for the purpose of considering, and if thought fit, approving, with or without modification, the proposed Scheme of Reorganisation and Amalgamation of the applicant no. 1,2,3,4 and 5 with the applicant no. 6.
Let a meeting of the Unsecured Loan Creditors of Silverline Overseas Credits Private Limited(hereinafter referred to as the "Transferor Company No. 5") be convened and held at 1B, Old Post Office Street,1st Floor,Kolkata -700 001, on Friday, the 6 March 2009 at 5.30 pm for the purpose of considering, and if thought fit, approving, with or without modification, the proposed Scheme of Reorganisation and Amalgamation of the applicant nos. 1,2,3,4 and 5 with the applicant no. 6.
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Let a meeting of the Unsecured Loan Creditors of Simplex Developments Private Limited(hereinafter referred to as the "Transferee Company") be convened and held at 1B, Old Post Office Street,1st Floor,Kolkata -700 001, on Friday, the 6 March 2009 at 5.45 pm for the purpose of considering, and if thought fit, approving, with or without modification, the proposed Scheme of Reorganisation and Amalgamation of the applicant nos. 1,2,3,4 and 5 with the applicant no. 6.
At least 21(twenty one) clear days before the date of the said meetings an advertisement convening the same and stating that the copies of the said Scheme of Reorganisation and 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 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 "Pratidin" and "The Business Standard". The publication in the Calcutta Gazette is dispensed with.
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 times 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 by prepaid post under certificate of posting or by 6 hand through personal messenger addressed to each of the equity shareholders and Unsecured Loan Creditors of the applicant Companies at their respective or last known addresses. The advocates-on-record for the applicant companies are directed to file within three days (after obtaining the signed copy of the Minutes of the order) 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. Swapan Kr. Ghosal, Learned Advocate,Bar Association Room No. 7 failing him Sudip Bhowmick, learned Advocate, 7, Old Post Office Street shall be the Chairperson of the said meetings of the equity shareholders of the applicant company no. 1 to be held as aforesaid at a consolidated remuneration of 600 GMs. Sudip Bhowmick, Learned Advocate,7,Old Post Office Street failing him Swapan Kr. Ghosal,Learned Advocate,Bar Association No. 7 shall be the Chairperson of the said meetings of the equity shareholders of the applicant company no. 2 to be held as aforesaid at a consolidated remuneration of 600 GMs. Debasish Sutradhar, Learned Advocate,Bar Association No. 13 failing him Ms. Renuka Roy, Learned Advocate,Bar Association No.2 shall be the Chairperson of the said meetings of the equity shareholders of the applicant company no. 3 to be held as aforesaid at a consolidated remuneration of 600 GMs. 7
Ms. Renuka Roy, Learned Advocate,Bar Association No. 2 failing her Ms. Suchandra Dey, Learned Advocate,Bar Association No. 14 shall be the Chairperson of the said meetings of the equity shareholders of the applicant company no. 4 to be held as aforesaid at a consolidated remuneration of 600 GMs.
Ms. Suchandra Dey, Learned Advocate,Bar Association No. 14 failing her Ms. Anita Khattri, Learned Advocate,Bar Association No. 10 shall be the Chairperson of the said meetings of the equity shareholders of the applicant company no. 5 to be held as aforesaid at a consolidated remuneration of 600 GMs.
Ms. Anita Khattri, Learned Advocate,Bar Association No. 10 failing her Ms. Sukla Das Chandra, Learned Advocate,Bar Association No. 10 shall be the Chairperson of the said meetings of the equity shareholders of the applicant company no. 6 to be held as aforesaid at a consolidated remuneration of 600 GMs.
Ms. Sukla Das Chandra, Learned Advocate,Bar Association No. 10 failing her Ms. Rikta Chatterjee, Learned Advocate,Bar Association No. 14 shall be the Chairperson of the said meetings of the Unsecured Loan Creditors of the applicant company no. 1 to be held as aforesaid at a consolidated remuneration of 600 GMs.
Ms. Rikta Chatterjee, Learned Advocate,Bar Association No. 14 failing her Mr. Raj Sekhar Basu, Learned Advocate, Bar Association No. 1 shall be the Chairperson of the said meetings of the 8 Unsecured Loan Creditors of the applicant company no. 2 to be held as aforesaid at a consolidated remuneration of 600 GMs.
Mr. Raj Sekhar Basu, Learned advocate,Bar Association No. 1 failing him Ms. Dipali Patra, Learned Advocate,Bar Association No. 18 shall be the Chairperson of the said meetings of the Unsecured Loan Creditors of the applicant company no. 3 to be held as aforesaid at a consolidated remuneration of 600 GMs.
Ms. Dipali Patra, Learned Advocate,Bar Association No. 18 failing her Mr. Raj Sekhar Basu, Learned Advocate, Bar Association No. 1 shall be the Chairperson of the said meetings of the Unsecured Loan Creditors of the applicant company no. 4 to be held as aforesaid at a consolidated remuneration of 600 GMs.
Mr. Purnendra Narayan Dutta, Learned senior Advocate, Bar Library Club,1st Floor failing him Mr. Rajesh Singh, Learned Advocate,10,K.S.Roy Road,1st Floor shall be the Chairperson of the said meetings of the Unsecured Loan Creditors of the applicant company no. 5 to be held as aforesaid at a consolidated remuneration of 600 GMs.
Mr. Rajesh Singh, Learned Advocate,10,K.S.Roy Road,1st Floor failing him Mr. Purnendra Narayan Dutta, Learned senior Advocate,Bar Library Club, 1st Floor shall be the Chairperson of the said meetings of the Unsecured Loan Creditors of the applicant company no. 6 to be held as aforesaid at a consolidated remuneration of 600 GMs.
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Any one of the Chairperson 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. The quorum for each of the meetings of the equity shareholders of the applicant companies may be fixed at 2(two) persons present either in person or in proxy and the quorum for the meetings of the Unsecured Loan Creditors of the applicant companies may be fixed at 2(two) persons each present either in person or in proxy. In cases where there is only one unsecured loan creditor then the quorum shall be only 1(one) person present either in person or in 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 respective 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.
The value of each member and/or unsecured loan creditor shall be in accordance with the respective books of the respective applicant companies and where entries in the books are disputed, the Chairperson shall determine the value for the purpose of the meeting.
The Chairpersons do report to this Court the results of the said meetings within three weeks from the date of the conclusion 10 of the respective meetings and their respective report shall be verified by their respective affidavits.
Summons be signed as on date.
The application is thus disposed of.
The Chairpersons and all parties are to act on a xerox signed copy of this order on the usual undertakings.
(MAHARAJ SINHA,J.) skc