Calcutta High Court
Brand Alloys Ltd vs Brand Steel & Power Ltd on 16 December, 2013
Author: Harish Tandon
Bench: Harish Tandon
CA No.561 of 2013
IN THE HIGH COURT AT CALCUTTA
Original Jurisdiction
ORIGINAL SIDE
BRAND ALLOYS LTD.
-AND-
BRAND STEEL & POWER LTD.
BEFORE:
The Hon'ble JUSTICE HARISH TANDON
Date : 16th December, 2013.
The Court: That a meeting of the Equity Shareholders of Brand Alloys Limited, being the applicant company no.1 herein shall be convened and held at "Nicco House", 3rd floor, 2, Hare Street, Kolkata-700 001 on Tuesday, the 4th day of February, 2014 at 4.30 P.M. for the purpose of considering and if thought fit, approving, with or without modification, the proposed Scheme of Arrangement between Brand Alloys Limited and Brand Steel & Power Limited and their respective Shareholders and creditors.
That a meeting of the Equity Shareholders of Brand Steel & Power Limited, being the applicant company no.2 herein shall be convened and held at "Nicco House", 3rd floor, 2, Hare Street, Kolkata-700 001 on Tuesday, the 4th day of February, 2014 at 4.45 P.M. for the purpose of considering and if thought fit, approving, with or without modification, the proposed Scheme of Arrangement 2 between Brand Alloys Limited and Brand Steel & Power Limited and their respective shareholders.
That a meeting of the secured creditors of Brand Alloys Limited, being the applicant company no.1 herein shall be convened and held at "Nicco House", 3rd floor, 2, Hare Street, Kolkata-700 001 on Tuesday, the 4th day of February, 2014 at 5.00 P.M. for the purpose of considering and if thought fit, approving, with or without modification, the proposed Scheme of Arrangement between Brand Alloys Limited and Brand Steel & Power Limited and their respective Shareholders.
That a meeting of the unsecured creditors of Brand Alloys Limited, being the applicant company no.1 herein shall be convened and held at "Nicco House", 3rd floor, 2, Hare Street, Kolkata-700 001 on Tuesday, the 4th day of February, 2014 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 Brand Alloys Limited and Brand Steel & Power Limited and their respective Shareholders.
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 applicant company nos.1 and 2 or at the office of their Advocates, Choudhury's Law Offices, "Nicco House", 3rd floor, 2, Hare 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.
3
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 times 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 pre-paid letter post under Registered Post with Acknowledgement Due Card or by courier or by hand through Personal Messenger addressed to each of the Equity Shareholders in the applicant company Nos.1 and 2 and to all the secured and unsecured creditors of the applicant company no.1 at their respective or last known address.
That the Advocate-on-Record for the applicant companies do within 7 days (after obtaining an authenticated copy of this order) file in Court the form of the advertisement, 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. Shailendra Jain, Advocate and failing him Ms. Hasi Saha, Advocate shall be the Chairperson for the said meeting of the Equity Shareholders of Brand Alloys Limited to be held as aforesaid at a remuneration of 600 G.Ms. That Ms. Hasi Saha, Advocate and failing her Mr. Shailendra Jain, Advocate shall be the Chairperson for the said meeting of the Equity Shareholders of Brand Steel & Power Limited to be held as aforesaid at a remuneration of 600 G.Ms. That Ms. Darshana Sett, Advocate and failing her Mr. Dipak Kumar Chakrabarti, Advocate shall be the Chairperson for the said meeting of the secured creditors of Brand Alloys Limited to be held as aforesaid at a remuneration of 600 G.Ms. 4 That Mr. Dipak Kumar Chakrabarti, Advocate and failing him Ms. Darshana Sett, Advocate shall be the Chairperson for the said meeting of the unsecured creditors of Brand Alloys Limited to be held as aforesaid at a remuneration of 600 G.Ms. That any one of the Chairpersons appointed for the said meetings or any person authorized by him/her do issue and send out the notice of the said meetings referred to above.
That the quorum for both the meetings of the Equity Shareholders of Brand Alloys Limited and Brand Steel & Power Limited may each be fixed at 5 (five) persons each present either in person or in proxy. The quorum of the meetings of the secured creditors and unsecured creditors of the Brand Alloys Limited shall each be 2 (two) creditors present either in person or in proxy.
That voting by proxy be permitted, provided that a proxy in the prescribed from duly signed by the persons(s) entitled to attend and vote at the meetings, is filed with the respective applicant company nos.1 and 2 at their Registered Office not later than forty-eight hours before the meeting. The Chairpersons shall have the power to adjourn their respective meeting, if necessary.
That the value of each member and creditor shall be in accordance with the respective books of the concerned applicant companies and where entries in the books are disputed, the Chairperson concerned shall determine the value for the purpose of the meeting.
That the Chairperson do report to this Court the results of the said meetings within seven weeks from the date of the conclusion of the respective meetings and his/her respective report shall be verified by his/her respective affidavits. 5
Summons be signed as of date. C.A. No.561 of 2013 is disposed of. Urgent Certified photocopy of this order, if applied for, be supplied to the parties subject to compliance of all requisites formalities.
(HARISH TANDON, J.) Bp.