Calcutta High Court
The Companies Act vs Unknown on 16 March, 2010
Author: Sanjib Banerjee
Bench: Sanjib Banerjee
COMPANY APPLICATION NO. 169 OF 2010
IN THE HIGH COURT AT CALCUTTA
ORIGINAL JURISDICTION
In the matter of :
The Companies Act, 1956.
And
In the matter of :
An application under sections 391(I) and 393
of the said Act;
And
In the matter of :
NAVEEN MERICO ENGINEERING CO.
PRIVATE LIMITED, a company incorporated
under the companies Act, 1956 and having its
Registered office at 28B, Neelamber Building,
Shakespear Sarani, 6th Floor, Kolkata-700017
within the aforesaid jurisdiction ;
And
In the matter of :
2
AASHISH RETAIL SALES PRIVATE LIMITED, a
company incorporated under the companies
Act, 1956 and having its Registered office at
127, N.S. Road, 3rd Floor, Room No. 309,
Kolkata-700 001 within the aforesaid
jurisdiction ;
And
In the matter of :
CEHC CONSTRUCTIONS PRIVATE LIMITED, a
company incorporated under the companies
Act, 1956 and having its Registered office at
28B, Neelamber Building, Shakespear Sarani,
6th Floor, Kolkata-700017 within the aforesaid
jurisdiction ;
And
In the matter of :
1.NAVEEN MERICO ENGINEERING CO.
PRIVATE LIMITED
2. AASHISH RETAIL SALES PRIVATE LIMITED 3
3. CEHC CONSTRUCTIONS PRIVATE LIMITED .....APPLICANTS BEFORE :
The Hon'ble JUSTICE SANJIB BANERJEE Date : 16th March, 2010 The Court : That a meeting of the holders of the Equity shares of NAVEEN MERICO ENGINEERING CO. PRIVATE LIMITED (hereinafter referred to as Transferee Company) shall be convened and held at No. 10, Kiran Shankar Roy Road, 2nd Floor, Room No. 34, Kolkata - 700 001 on 17th day of April, 2010 at 3.00 p.m. for the purpose of considering and if thought fit, approving, with or without modification the Scheme of Amalgamation proposed of Aashish Retail Sales Private Limited and CEHC Constructions Private Limited (hereinafter referred to as the Transferor Companies) with Naveen Merico Engineering Co. Private Limited. That a meeting of the holders of the Equity shares of AASHISH RETAIL SALES PRIVATE LIMITED (hereinafter referred to as Transferor Company No - 1) shall be convened and held at 10, Kiran Shankar Roy Road, 2nd Floor, Room No. 34, Kolkata - 700 001 on 17th day of April, 2010 at 3.30 4 p.m. for the purpose of considering and if thought fit, approving, with or without modification, the said Scheme of Amalgamation. That a meeting of the holders of the Equity shares of CEHC CONSTRUCTIONS PRIVATE LIMITED (hereinafter referred to as Transferor Company no - 2), shall be convened and held at No. 10, Kiran Shankar Roy Road, 2nd Floor, Room No. 34, Kolkata - 700 001 on 17th day of April, 2010 at 4.00 p.m. for the purpose of considering and if thought fit, approving, with or without modification, the said Scheme of Amalgamation.
That at least twenty-one clear days before the day appointed for 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 of Amalgamation, a copy of the statement required to be sent under section 393 of the Companies Act, 1956 and the prescribed form of proxy be served under Certificate of Posting upon each of the holders of the said Equity shares of the applicant companies at their respective or last known addresses.
That in addition, at least twenty-one days before the the day appointed for the meetings, an advertisement convening the same and stating that copies 5 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 proxy can be obtained free of charge at the registered offices of the Applicant Companies or at the office of their Advocates, be inserted once in "The Statesman" and once in "Dainik Statesman" in Calcutta. The publication of the notice of the meetings in the Calcutta Gazette is dispensed with.
That the Advocate-on-Record for the Applicant Companies do within seven days from this day file in Court the form of advertisement, the form of the notice and the statement to accompany the notice and the same shall be settled by the Assistant Registrar (Company) of this Court. That Mr. Arun Kumar Das, Advocate, failing which Ms. Karabi Ghosh, Advocate, shall be the Chairperson of the said meeting of the Equity Shareholders of Naveen Merico Engineering Co. Private Limited, the Transferee Company to be held as aforesaid at a remuneration of 400 GM. That Ms. Karabi Ghosh, Advocate, failing which Mr. Subir Sabud, Advocate, shall be the Chairperson of the said meeting of the Equity Shareholders of Aashish Retail Sales Private Limited, the Transferor Company No- 1, to be held as aforesaid at a remuneration of 400 GM. 6 That Mr. Subir Sabud, Advocate, failing which Mr. Arun Kumar Das, Advocate, shall be the Chairperson of the said meeting of the Equity Shareholders of CEHC Constructions Private Limited, the Transferor Company No- 2, to be held as aforesaid at a remuneration of 400 GM. That such Chairpersons or any persons authorized by them do issue and send out the notice of the meetings referred to above who shall prove such dispatch by filing an affidavit of service.
That the quorum for each of the said meetings shall be two persons, present either in person or by 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 respective meeting, is filed with the applicant companies at their respective registered office not later than forty eight hours before the meetings. The Chairpersons shall have the power to adjourn the meeting, if necessary. That 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.
7That the Chairpersons do report to this Court, the results of the said meetings within two weeks from the date of the conclusion of the meetings and their reports shall be verified by their respective affidavits. Let the summons be signed as of date. C.A. No. 169 of 2010 is disposed of.
Urgent certified photocopies of this order, if applied for, be issued to the parties subject to compliance with all requisite formalities.
(SANJIB BANERJEE, J.) bp.
A.R(C.R)