Calcutta High Court
Nicco Corporation Limited & vs Unknown on 13 May, 2010
Author: Sanjib Banerjee
Bench: Sanjib Banerjee
ORDER SHEET C.A.No.305 of 2010 IN THE HIGH COURT AT CALCUTTA Original Jurisdiction ORIGINAL SIDE In the matter of:
NICCO CORPORATION LIMITED & ANR.
Appearance:
Ms. Manju Bhuteria, Adv.
...For the petitioner.
Before:
The Hon'ble Justice SANJIB BANERJEE Date: May 13, 2010.
The Court: Pursuant to an earlier direction, the banks involved in the Corporate Debt Restructuring Cell relating to the first applicant company have been served but are not represented.
The scheme is somewhat unusual in that it envisages that a trust be created in respect of shares of the first applicant company, of the value of the first applicant company's indebtedness to the second applicant company, proposed to be issued for the benefit of the second applicant company since the first applicant company is not in a position to pay off its debt to the second applicant company. The applicants say that the unusual manner of repayment has been suggested by the Corporate Debt Restructuring Cell covened under the aegis of the Reserve Bank of India. The 2 applicants also say that they are entitled to have the imprimatur of Court notwithstanding it being otherwise open to the first applicant to convene a shareholders' meeting and pass the appropriate resolution under Section 81(1A) of the Companies Act, 1956.
For the moment, the meetings may be convened, but it will be for the applicants to establish at a later stage that the sanction of the Court is necessary in this case since even without sanction of the scheme by the Court, it may be possible for the parties to arrive at the same arrangement.
That a meeting of the Equity Shareholders of Nicco Corporation Limited, being the applicant no.1 herein shall be convened and held at Williamson Magor Hall, The Bengal Chamber of Commerce & Industry, 6, Netaji Subhas Road, Kolkata 700 001, on Wednesday, June 30, 2010 at 4:15 P.M. for the purpose of considering, and if thought fit, approving, with or without modification, the proposed Scheme of Arrangement between the applicants.
That a meeting of the Equity Shareholders of Nicco Engineering Services Limited, being the applicant no.2 herein shall be convened and held at Williamson Magor Hall, The Bengal Chamber of Commerce & Industry, 6, Netaji Subhas Road, Kolkata 700 001, on Wednesday, June 30, 2010 at 5:00 P.M. for the purpose 3 of considering, and if thought fit, approving, with or without modification, the proposed Scheme of Arrangement between the applicants.
That a meeting of the 5% Cumulative Redeemable Preference Shareholders of Nicco Corporation Limited, being the applicant no.1 herein shall be convened and held at Williamson Magor Hall, The Bengal Chamber of Commerce & Industry, 6, Netaji Subhas Road, Kolkata 700 001, on Wednesday, June 30, 2010 at 5:15 P.M. for the purpose of considering, and if thought fit, approving, with or without modification, the proposed Scheme of Arrangement between the applicants.
That at least 21 (twenty one) clear days before the date of the said meetings an advertisement convening the same and stating that copies of the said Scheme of Arrangement and of the Statement required to be furnished pursuant to Section 393 of the Companies Act 1956 and a form of proxy can be obtained free of charge at the Registered Office of the concerned Applicant companies or at the office of their Advocates Messrs Khaitan & Co., 1B, Old Post Office Street, Kolkata 700 001 be inserted once each in the "Pratidin" Bengali newspaper and in "The Business Standard" English newspaper. The publication in the Calcutta Gazette is dispensed with. 4
That in addition, 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 by Prepaid Post under Certificate of Posting or by hand through Personal Messenger addressed to each of the Equity/Preference Shareholders in the concerned Applicant Companies at their respective or last known addresses.
That the Advocates-on-Record for the Applicant Companies do within 3 days (after obtaining an authenticated copy of this order) file in Court the form of the notices and the statement to accompany the notice and the same shall be settled by the Assistant Registrar (Company) of this Court.
That Mr. Kaushik Mandal, 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 1000 GM.
That Mr. Tarun Kanti Ghosh , Advocate, failing which Mr. Dhiraj Kumar Gupta, 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 400 GM.
5
That Mr. Dhiraj Kumar Gupta, Advocate, failing which Mr. Tarun Kanti Ghosh, Advocate, shall be the Chairperson for the said meeting of the 5% Cumulative Redeemable Preference Shareholders of the Applicant No.1 to be held as aforesaid at a remuneration of 400 GM.
That any one of the Chairpersons appointed for the said meetings or any person authorised by them or any one of them do issue and send out the notice of the said meetings referred to above.
That the quorum for the respective meetings of the Equity Shareholders of the Applicants shall be fixed at 5 (five) persons each present either in person or in proxy; quorum for the meeting of the Preference Shareholders of the Applicant no.1 shall be fixed at 2 (two) persons present either in person or in 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, is filed with the concerned Applicant Companies at their Registered Office not later than forty eight hours before the meetings. Any one of the Chairpersons shall have the power to adjourn the meeting, if necessary.
That the value of each member shall be in accordance with the respective books of the concerned Applicant Companies and 6 where entries in the books are disputed, the Chairperson 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 respective meetings and their respective reports shall be verified by their respective affidavits.
Summons be signed as of date. C.A. No.305 of 2010 is disposed of.
Urgent certified photocopies of this order, if applied for, be given to the parties subject to compliance with all requisite formalities.
(Sanjib Banerjee , J.) A/s.