CA No. 519 of 2011
IN THE HIGH COURT AT CALCUTTA
Original Jurisdiction
ORIGINAL SIDE
OASIS CINE COMMUNICATION LIMITED & ORS.
BEFORE:
The Hon'ble JUSTICE I. P. MUKERJI
Date: 18th May, 2011
Mr. S. K. Tiwari, Adv.
..for the applicant
A meeting of the Shareholders of OASIS CINE COMMUNICATION
LTD (hereinafter referred to as the “Transferee Company”) shall be
convened and held at the Bijan Theatre, 5A, Raja Raj Kissan Street,
Kolkata- 700006 at 2.00 p.m. respectively on 9th July, for the purpose of
considering and if thought fit approving with or without modification, a
Scheme of Arrangement between the Applicant Companies and their
respective shareholders for the purpose of amalgamation of the Transferor
Companies with the Transferee Company.
A meeting of the Shareholders of M/S MAKEOVER VINTRADE
LTD (hereinafter referred to as the First Transferor Company) shall be
convened and held at the Bijan Theatre, 5A, Raja Raj Kissan Street,
Kolkata- 700006 at 2.20 p.m. respectively on 9th July, 2011 for the
purpose of considering and if thought fit approving with or without
modification, a Scheme of Arrangement between the Applicant Companies
and their respective shareholders for the purpose of amalgamation of the
Transferor Companies with the Transferee Company.
A meeting of the Shareholders of M/S GRAVITY BARTER LTD
(hereinafter referred to as the Second Transferor Company) shall be
convened and held at the Bijan Theatre, 5A, Raja Raj Kissan Street,
Kolkata- 700006 at 2.40 p.m. respectively on 9th July, 2011 for the
purpose of considering and if thought fit approving with or without
modification, a Scheme of Arrangement between the Applicant Companies
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and their respective shareholders for the purpose of amalgamation of the
Transferor Companies with the Transferee Companies.
At least 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 of Arrangement as also 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 by Under
Certificate of Posting or by hand delivery to each of the Shareholders of all
the Applicant Companies at their respective last known addresses.
In addition, at least twenty one clear days before the date of the
meetings to be held as aforesaid an advertisement convening the said
meetings and stating that the copies of the said scheme together with the
copy of the statement required to be sent under Section 393 of the
Companies Act, 1956 and the prescribed form of proxy can be obtained
free of charge at Registered office of the applicant companies or at the
office of their Advocate Mr Moti Sager Tiwari, 1B, Old Post Office Street, 4th
floor,Kolkata-700001 , be inserted once in Business Standard and Aajkal
in Kolkata. The publication in the Kolkata Gazette is dispensed with.
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.
Mr. Dhiraj Kumar Gupta, Advocate, Bar Association Room no.7
(North Basement), 6, Old Post Office Street, Kolkata-1 and failing Which
Mrs. Shanti Das, State Government Counsel, shall be the Chairperson of
the meeting of the Shareholders of OASIS CINE COMMUNICATION LTD to
be held at aforesaid at a remuneration of 600 GMS.
Mrs. Shanti Das, Advocate, and failing Which Mr. Dhiraj Kumar
Gupta, Advocate, shall be the Chairperson of the meeting of the
Shareholders of M/S MAKEOVER VINTRADE LTD to be held at aforesaid
at a remuneration of 600 GMS.
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Ms. Dipanwita Ghosh Chowdhury, Advocate, Bar Association
Room no.8 and failing Which Mrs. Shanti Das, Advocate, shall be the
Chairperson of the meeting of the Shareholders of M/S GRAVITY BARTER
LTD to be held at aforesaid at a remuneration of 600 GMS.
Such Chairpersons or any persons authorized by them do issue
and send out the notice of the meetings referred of above.
The quorum for the meetings of the Shareholders of the Transferor
Company be fixed at 5 (Five), whereas the same for the Transferee
Company be fixed at 5 (Five) persons, present either in person or by proxy.
Voting by proxy be permitted, provided that a proxy in the
prescribed form only signed by the person(s) entitled to attend and to vote
at the meeting(s), is filed with the respective companies at the registered
officers not later than forty-eight hours before the said meeting(s). The
Chairpersons shall have the power to adjourn the meeting(s), if necessary.
The value of each member shall be in accordance with the books
of the company and where entries in the books are disputed, the
chairperson shall determine such value for the purposes of the meeting.
The Chairperson do report to this Court, the result of the said
meeting(s) within seven weeks from the date of the meeting and their
Report shall be verified by their respective affidavits.
Let the summons be signed as of date. C.A 519 of 2011 is
disposed of.
The Chairpersons and all parties concerned to act on a photocopy
of the minutes of this order duly signed by an officer of this Court being
served on them on the usual undertakings.
(I. P. MUKERJI, J.)
AKGoswami