Judgment:
The Court : That a meeting of the Equity Shareholders of IRC VANIJYA PRIVATE LIMITED, being the applicant no.1 above named shall be convened and held at 60, Bentinck Street, (4th Floor) Kolkata 700 069, on Monday, the 22nd day of November, 2010 at 4:15 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 above named.
That a meeting of the Equity Shareholders of AVIAN OVERSEAS PRIVATE LIMITED, being the applicant no.2 above named shall be convened and held at 60, Bentinck Street, (4th Floor) Kolkata 700 069, on Monday, the 22nd day of November, 2010 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 above named.
In view of written consent given by all the shareholders of the Applicants the advertisement of notice of the meetings in newspapers is dispensed with. The publication in the Calcutta Gazette is also dispensed with. 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 sent by Prepaid Post under Certificate of Posting or by hand through Personal Messenger addressed to each of the Equity Shareholders of the concerned Applicants at their respective or last known addresses.
That the Advocate-on-Record for the Applicant Companies do within 3 days (after obtaining the photocopy copy of the minutes of this order) file in Court 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. Anindya Chattopadhyay, Advocate (Bar Association Room No.4), failing which Mr. Rajat Nath Pyne, 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 600 Gms. That Mr. Rajat Nath Pyne, Advocate (10 K.S. Roy Road, 1st floor) failing which Mr. Anindya Chattopadhyay, 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 Gms.
That the Chairpersons appointed for the said meetings or any one of them or any person authorized by them do issue and send out the notice of the said meetings referred to above. That the quorum for the meetings of the Equity Shareholders of the Applicants shall be fixed at 2 (two) persons each 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 meeting(s), is filed with the concerned Applicants at its Registered Office not later than forty eight hours before the respective meeting.
The Chairpersons concern shall have the power to adjourn the meeting, if necessary. That the value of each member shall be in accordance with the books of the respective Applicants and where entries in the book are disputed, the Chairpersons 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 three weeks from the date of the conclusion of the meetings and their reports shall be verified by their affidavits. Summons be signed as of date. The application is thus disposed of.
That the Chairpersons and all parties concerned shall act on a signed photocopy of this order on the usual undertakings.