Full Judgment
COMPANY APPLICATION NO. 961 OF 2011
IN THE HIGH COURT AT CALCUTTA
ORIGINAL JURISDICTION
In the Matter of :
COMPACT ADVERTISING and; CREDIT PRIVATE LIMITED and; ORS. BEFORE :
The Hon'ble JUSTICE I. P. MUKERJI
Date : 29th September, 2011.
Appearance :
Mr. Rajesh Singh, Advocate
The Court : A meeting of the Shareholders of COMPACT ADVERTISING and; CREDIT PRIVATE LIMITED (hereinafter referred to as the "Transferee Company") shall be convened and held at 10, Kiran Shankar Roy Road, 1st Floor, Kolkata-700001 on the 22nd day of November, 2011 at 11.00 a. m. for the purpose of considering and if thought fit approving with or without modification, the Scheme of Amalgamation proposed of ROVER SUPPLIERS PRIVATE LIMITED, DECOR VINTRADE PRIVATE LIMITED, DECOR TRACOM PRIVATE LIMITED, SAHIBA DISTRIBUTORS PRIVATE LIMITED, CITYFORD TRADERS PRIVATE LIMITED, GIGANTIC BANIJYA PRIVATE LIMITED, SEDAN MERCHANTS PRIVATE LIMITED, UTSAV VINCOM PRIVATE LIMITED, RAMSETU VINTRADE PRIVATE LIMITED, TRANSTRADE SYSTEMS PRIVATE LIMITED, RUPAYAN TRADELINKS PRIVATE LIMITED and SHAGUN COLLECTIONS PRIVATE LIMITED (hereinafter collectively referred to as the Transferor Companies) with COMPACT ADVERTISING and; CREDIT PRIVATE LIMITED.
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A meeting of the Shareholders of ROVER SUPPLIERS PRIVATE LIMITED shall be convened and held at 10, Kiran Shankar Roy Road, 1st Floor, Kolkata-700001 on the 22nd day of November, 2011 at 11.15 a.m. for the purpose of considering and if thought fit approving with or without modification, the Scheme of Amalgamation.
A meeting of the Shareholders of DECOR VINTRADE PRIVATE LIMITED shall be convened and held at 10, Kiran Shankar Roy Road, 1st Floor, Kolkata-700001 on the 22nd day of November, 2011 at 11.30 a.m. for the purpose of considering and if thought fit approving with or without modification, the Scheme of Amalgamation.
A meeting of the Shareholders of DECOR TRACOM PRIVATE LIMITED shall be convened and held at 10, Kiran Shankar Roy Road, 1st Floor, Kolkata-700001 on the 22nd day of November, 2011 at 11.45 a.m. for the purpose of considering and if thought fit approving with or without modification, the Scheme of Amalgamation.
A meeting of the Shareholders of SAHIBA DISTRIBUTORS PRIVATE LIMITED shall be convened and held at 10, Kiran Shankar Roy Road, 1st Floor, Kolkata-700001 on the 22nd day of November, 2011 at 12.00 p.m. for the purpose of considering and if thought fit approving with or without modification, the Scheme of Amalgamation.
A meeting of the Shareholders of CITYFORD TRADERS PRIVATE LIMITED shall be convened and held at 10, Kiran Shankar Roy Road, 1st Floor, Kolkata-700001 on the 22nd day of November, 2011 at 12.15 p.m. for the purpose of considering and if thought fit approving with or without 3
modification, the Scheme of Amalgamation.
A meeting of the Shareholders of GIGANTIC BANIJYA PRIVATE LIMITED shall be convened and held at 10, Kiran Shankar Roy Road, 1st Floor, Kolkata-700001 on the 22nd day of November, 2011 at 12.30 p.m. for the purpose of considering and if thought fit approving with or without modification, the Scheme of Amalgamation.
A meeting of the Shareholders of SEDAN MERCHANTS PRIVATE LIMITED shall be convened and held at 10, Kiran Shankar Roy Road, 1st Floor, Kolkata-700001 on the 22nd day of November, 2011 at 12.45 p.m. for the purpose of considering and if thought fit approving with or without modification, the Scheme of Amalgamation.
A meeting of the Shareholders of UTSAV VINCOM PRIVATE LIMITED shall be convened and held at 10, Kiran Shankar Roy Road, 1st Floor, Kolkata- 700001 on the 22nd day of November, 2011 at 1.00 p.m. for the purpose of considering and if thought fit approving with or without modification, the Scheme of Amalgamation.
A meeting of the Shareholders of RAMSETU VINTRADE PRIVATE LIMITED shall be convened and held at 10, Kiran Shankar Roy Road, 1st Floor, Kolkata-700001 on the 22nd day of November, 2011 at 1.15 p.m. for the purpose of considering and if thought fit approving with or without modification, the Scheme of Amalgamation.
A meeting of the Shareholders of TRANSTRADE SYSTEMS PRIVATE LIMITED shall be convened and held at 10, Kiran Shankar Roy Road, 1st Floor, Kolkata-700001 on the 22nd day of November, 2011 at 1.30 p.m. for the 4
purpose of considering and if thought fit approving with or without modification, the Scheme of Amalgamation.
A meeting of the Shareholders of RUPAYAN TRADELINKS PRIVATE LIMITED shall be convened and held at 10, Kiran Shankar Roy Road, 1st Floor, Kolkata-700001 on the 22nd day of November, 2011 at 1.45 p.m. for the purpose of considering and if thought fit approving with or without modification, the Scheme of Amalgamation.
A meeting of the Shareholders of SHAGUN COLLECTIONS PRIVATE LIMITED shall be convened and held at 10, Kiran Shankar Roy Road, 1st Floor, Kolkata-700001 on the 22nd day of November, 2011 at 2.00 p.m. for the purpose of considering and if thought fit approving with or without modification, the Scheme of Amalgamation.
Since all the Shareholders of all the applicant companies abovenamed have already considered and given their consent in writing to the Scheme, such meetings may be held at short notice.
At least 3 (three) days before the meetings to be held as aforesaid, notices convening the said meetings at the place and times as aforesaid together with a copy of the said Scheme of Amalgamation, a copy of the statement under section 393 of the Companies Act, 1956 and the prescribed form of proxy be sent and received by Hand Delivery or by Speed Post or by Courier to each of the said Shareholders of the applicant companies at their respective last known addresses.
The advertisement of the notice of the meetings is dispensed with. The settlement of the individual notice, including statement to accompany the 5
notice by the Assistant Registrar (Company) of this Court is also dispensed with.
Ms. Nirupama Mondal, Advocate, Bar Association Room No. 3 and failing which Ms. Shanta Mitra , Advocate, Bar Association Room No. 15, shall be the Chairperson of the meeting of the Shareholders of COMPACT ADVERTISING and; CREDIT PRIVATE LIMITED to be held at aforesaid at a remuneration of 600 GMs.
Ms. Shanta Mitra, Advocate, Bar Association Room No. 16 and failing which Mrs. Nirupama Mondal Advocate, Bar Association Room No. 3 shall be the Chairperson of the meeting of the Shareholders of ROVER SUPPLIERS PRIVATE LIMITED, DECOR VINTRADE PRIVATE LIMITED, DECOR TRACOM PRIVATE LIMITED AND SAHIBA DISTRIBUTORS PRIVATE LIMITED to be held at aforesaid at a remuneration of 600 GMs. Mr. Sambo Chakraborty, Advocate, Bar Association and failing which Mr. Soumitra Mukherjee, Advocate, Bar Association shall be the Chairperson of the meeting of the Shareholders of CITYFORD TRADERS PRIVATE LIMITED, GIGANTIC BANIJYA PRIVATE LIMITED, SEDAN MERCHANTS PRIVATE LIMITED AND UTSAV VINCOM PRIVATE LIMITED to be held at aforesaid at a remuneration of 600 GMs.
Mr. Soumitra Mukherjee, Advocate, Bar Association room no.1 and failing which Mr. Sambo Chakraborty Advocate, Bar Association. shall be the Chairperson of the meeting of the Shareholders of RAMSETU VINTRADE PRIVATE LIMITED, TRANSTRADE SYSTEMS PRIVATE LIMITED, RUPAYAN TRADELINKS PRIVATE LIMITED AND SHAGUN 6
COLLECTIONS PRIVATE LIMITED to be held at aforesaid at a remuneration of 600 GMs.
Such Chairpersons appointed for the said meetings, or any person(s) authorised by them do issue and send out the notice of the meeting(s) referred to above
The quorum for the meeting of the Shareholders of the Transferee Company as well as the Transferor Companies be fixed at 2 (Two) persons, present either in person 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 to vote at the meeting(s), is filed with the applicant companies at their registered offices not later than forty-eight hours before the said meeting(s). The Chairperson shall have the power to adjourn the meetings, if necessary. The value of each member shall be in accordance with the books of the companies and where entries in the books are disputed, the Chairperson shall determine such value for the purposes of the meeting(s). The Chairpersons do report to this Court, the result of the said meetings within twelve weeks from the date of the conclusion of the said meetings and their reports shall be verified by their respective affidavits. This application is disposed of.
The Chairpersons and all parties concerned are to act on a signed photocopy of this order on the usual undertakings. .
(I. P. MUKERJI, J.)