Calcutta High Court
Bravo Sponge Iron Ltd. & Others vs Unknown on 19 November, 2008
Author: Maharaj Sinha
Bench: Maharaj Sinha
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CA No. 632 of 2008
IN THE HIGH COURT AT CALCUTTA
Constitutional Writ/Civil Appellate/Ordinary Original Civil Jurisdiction
ORIGINAL SIDE
IN THE MATTER OF:
BRAVO SPONGE IRON LTD. & OTHERS
Mr. Rajesh Singh, Advocate
BEFORE:
The Hon'ble JUSTICE MAHARAJ SINHA
Date : 19th November, 2008.
The Court : That a meeting of the Shareholders of Bravo Sponge Iron 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 18 December 2008 at 2.00 p.m. for the purpose of considering and if thought fit approving with or without modification, the Scheme of Amalgamation proposed of Bhalotia Steel & Power Limited, Acharya & Sons ( Merchants) Private Limited and Mountain Vinimay Private Limited(hereinafter collectively referred to as the "Transferor Companies") with Bravo Sponge Iron Limited.
That a meeting of the Shareholders of Bhalotia Steel & Power Limited shall be convened and held at 10, Kiran Shankar Roy Road, 1st Floor, Kolkata-700001 on the 23 December 2008 at 2.15 p.m. for the purpose of considering and if thought fit approving with or without modification the proposed Scheme of Amalgamation.
That a meeting of the Shareholders of Acharya & Sons (Merchants) Private Limited shall be convened and held at 10, Kiran Shankar Roy Road, 2 1st Floor, Kolkata-700001 on the 18 December 2008 at 2.30 p.m. for the purpose of considering and if thought fit approving with or without modification the proposed Scheme of Amalgamation.
That a meeting of the Shareholders of Mountain Vinimay Private Limited shall be convened and held at 10, Kiran Shankar Roy Road, 1st Floor, Kolkata-700001 on the 18 December 2008 at 2.45 p.m. for the purpose of considering and if thought fit approving with or without modification the proposed Scheme of Amalgamation.
That at least 21 days before the date of appointment for 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 Amalgamation 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 Certificate of Posting or by Hand Delivery to each of the Shareholders of all the Applicant Companies at their respective last known addresses.
That 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 the respective registered office of the Applicant Companies or at the office of their Advocate Mr.Rajesh Singh of 10, Kiran Shankar Roy Road, 1st Floor, Kolkata-700001 be inserted once in 'The Statesma' and 'Dainik Statesman' in Kolkata. The publication in the Kolkata 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. 3
That Mr. Somen Bose, Advocate, Bar Association No.2, and failing which Mr. Jahar Dutta, Advocate, Bar Association No.9 shall be the chairperson of the meeting of the Shareholders of Bravo Sponge Iron Limited to be held at aforesaid at a remuneration of 400 GMS.
Mr. Somen Bose, Advocate, Bar Association No.2, and failing which Mr. Kalyan Chakraborty, Advocate, Bar Association No.10, shall be the Chairperson of the meeting of the shareholders of Bhalotia Steel & Power Limited to be held at aforesaid at a remuneration of 400 GMS.
Mr. Surajit Kumar Mitra, Advocate, 12/1, Old Post Office Street, 1st Floor, Calcutta-1, and failing which Mr. Subrata Mukherjee, Advocate, Bar Association No.12 shall be the Chairperson of the meeting of the Shareholders of Acharya & Sons (Merchants) Private Limited to be held at aforesaid at a remuneration of 400 GMS.
Mr. Naranaryan Ganguly, Advocate, Bar Association Room No.10, and failing which Mr. Prasun Kumar Dutta, Advocate, Bar Association Room No.11, shall be Chairperson of the meeting of the Shareholders of Mountain Vinimay Private Limited to be held at aforesaid at a remuneration of 400 GMS.
That such Chairperson or any persons authorised by them do issue and send out the notice of the meetings referred to above.
That the quorum for the meetings of the Shareholders of the Transferee Company and 'BHALOTIA' be fixed at 5 (five) persons and that of 'ACHARYA' & 'MOUNTAIN' be fixed at 2 (Two) persons, present either in person or by proxy.
That 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 offices not later than forty-eight hours before the said meeting(s). The Chairman/Chairpersons shall have the power to adjourn the meeting(s), if necessary.
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That 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.
That 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.
That the Chairpersons and all parties concerned do act on a copy of the minutes of this order duly signed by an office of this Court being served on them on the usual undertakings of the applicants.
With the aforesaid directions, the application is disposed of. All parties concerned are to act on a signed copy of the minutes of this order on the usual undertakings.
(MAHARAJ SINHA, J.) G/