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Hon'ble National Company Law Tribunal, Kolkata

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Hon'ble National Company Law Tribunal, Kolkata HON’BLE NATIONAL COMPANY LAW TRIBUNAL, KOLKATA BENCH (‘NCLT’) CONVENED MEETING OF THE UNSECURED CREDITORS OF VISA STEEL LIMITED Day : FRIDAY Date : 30 JUNE 2017 Time : 1.00 PM Venue : VISA House,11 Ekamra Kanan, Nayapalli, Bhubaneswar 751 015, Odisha Sl. No. Contents Page No. 1 Notice of NCLT convened meeting of the Unsecured Creditors of VISA Steel Limited 1-4 (‘Transferee Company’). 2 Explanatory Statement under Sections 102, 230 (3) and other applicable provisions of the Companies Act, 2013 read with Rules 6 and 7 of the Companies (Compromises, 5-18 Arrangements and Amalgamations) Rules, 2016 forming part of the Notice. 3 Scheme of Amalgamation of VISA BAO Limited (‘Transferor Company’) with VISA Steel Limited (‘Transferee Company’) under Sections 230 and 232 of the Companies Act, 2013 19-25 and other applicable provisions of the Companies Act, 2013 and any amendments thereto or re-enactments thereof. 4 Copy of the Audit Committee Report dated 21 August 2015 of the Transferor Company. 26 5 Copy of the Valuation Report dated 21 August 2015 issued by the Independent Chartered 27-51 Accountants, M/s Rajesh Choudhary & Associates 6 Copy of Supplementary Unaudited Financial Statements for the nine months ended on 31 52-57 December 2016 of the Transferor Company and the Transferee Company. 7 Copy of Observation Letter dated 7 April 2016 issued by BSE Limited (‘BSE’). 58 8 Copy of Observation Letter dated 6 April 2016 issued by National Stock Exchange of India 59-60 Limited (‘NSE’). 9 Copy of Fairness Opinion dated 21 august 2015 issued by Intelligent Money Managers 61-66 Private Limited SEBI Registered Category I Merchant Banker. 10 Complaints Report dated 29 December 2015 submitted by the Transferee Company with 67-68 BSE and NSE. 11 Route map to reach the Venue of the Meeting. 69 12 Postal Ballot Form with instructions. Loose Leaf 13 Attendance Slip and Form of Proxy. Loose Leaf 1 BEFORE THE NATIONAL COMPANY LAW TRIBUNAL KOLKATA BENCH FORM NO. CAA 2 [Pursuant to Section 230 (3) and Rules 6 and 7] COMPANY APPLICATION NO.106 OF 2017 In the matter of: The Companies Act, 2013 (‘the Act’) And In the matter of: An Application under Section 230 read with Section 232 of the said Act; And In the matter of: VISA BAO Ltd, a Company incorporated under the Companies Act, 1956, having its registered office at VISA House, 11 Ekamra Kanan, Nayapalli, Bhubaneswar 751 015, Odisha, within the aforesaid jurisdiction (‘Transferor Company’) And In the matter of: VISA Steel Ltd, a Company incorporated under the Companies Act, 1956, having its registered office at 11 Ekamra Kanan, Nayapalli, Bhubaneswar 751 015, Odisha within the aforesaid jurisdiction (‘Transferee Company’) And In the matter of: VISA BAO Limited …………… Applicant VISA Steel Limited …………… Applicant Represented herein by its Authorized Signatory Mr. Sunil Kumar Mall Both Applicants 2 Notice convening meeting of Unsecured Creditors of VISA Steel Limited To, The Unsecured Creditors of VISA Steel Limited (VSL) (Transferee Company) NOTICE is hereby given that pursuant to an Order dated 11 May 2017 passed by Kolkata Bench of the National Company Law Tribunal (‘NCLT’), a meeting of the Unsecured Creditors of the Company to be held on Friday, 30 June 2017, at VISA House, 11 Ekamra Kanan, Nayapalli, Bhubaneswar 751 015, Odisha at 1.00 p.m for the purpose of considering and if thought fit, approving with or without modification(s), the amalgamation of the Transferor Company with the Transferee Company, under Section 232 read with Section 230 and other applicable provisions of the Companies Act, 2013 and in connection therewith it is hereby proposed that the Unsecured Creditors of Transferee Company may consider, and, if thought fit, pass, with or without modification(s) the following resolution: “RESOLVED THAT pursuant to provisions of Sections 230 and 232 read with Section 52 and Section 66 and other applicable provisions, if any, of the Companies Act, 2013 and Rules framed thereunder (including any statutory modification(s) or reenactment thereof for the time being in force), applicable provisions of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the National Company Law Tribunal Rules, 2016, the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 and subject to applicable provisions of the Memorandum of Association and Article of Association of the Company and subject to the approval of the jurisdictional National Company Law Tribunal, (‘NCLT’ or ‘Tribunal’) and other concerned authorities as the case may be, as may be necessary and subject to such conditions and modifications as may be prescribed or imposed by any of the authorities concerned while granting such approvals, permissions and sanctions, which may be agreed to by the Board of the Directors of the Company (hereinafter referred to as the “Board” which term shall be deemed to include any Committee which the Board may have constituted or hereinafter constitute to exercise its powers), the Scheme of Amalgamation (“Scheme”) between VISA BAO Limited and VISA Steel Limited and their respective shareholders placed before this meeting and initialed by the Chairperson of the meeting for the purpose of identification, be and is hereby approved. RESOLVED FURTHER THAT the Board be and is hereby authorized to do all such acts, deeds, matters and things, as may be considered requisite, desirable, appropriate or necessary to give effect to this resolution and effectively implement the arrangements embodied in the Scheme and to accept such modifications, amendments, limitations and/or conditions, if any, which may be required and/or imposed by the NCLT while sanctioning the Scheme or by any authorities under law, or as may be required for the purpose of resolving any doubts or difficulties that may arise in giving effect to the Scheme, as the Board may deem fit and proper.” In this regard, a Copy of the Scheme of Amalgamation and Notice along with Explanatory Statement forming part thereof under Section 230 read with Section 102 and other applicable provisions of the Companies Act, 2013 can be obtained free of charge at the registered office of the Transferee Company at 11 Ekamra Kanan, Nayapalli, Bhubaneswar 751 015, Odisha or at the office of its advocate M/s. Khaitan& Co., Emerald House, 1B, Old Post Office Street, Kolkata – 700 001, West Bengal within one day of requisition made by the Unsecured Creditors of the Transferee Company entitled to attend the meeting as aforesaid. Persons entitled to attend and vote at the meeting, may vote in person or by proxy provided that proxies in the prescribed form are deposited at the registered office of the Transferee Company or at the office of its advocate on record not later than 48 hours before the meeting. As per the NCLT Order, quorum for the meeting shall be 1/3rd in number of Unsecured Creditors present either in person or by proxy and more than 25% in value of the unsecured debt of the Company. Further, in case the quorum is not present at the commencement of the meeting, then the meeting shall be adjourned by half an hour and thereafter the person present and voting shall be deemed to constitute the quorum. It is pertinent to note that Section 230(4) of the Companies Act, 2013, inter-alia, provides that, Unsecured 3 Creditors having outstanding debt of not less than 5% of the total outstanding debt as per the latest Audited Financial Statement of the Transferee Company, are only entitled to raise objections to the said Scheme of Amalgamation. Forms of proxy, free of charge, can be obtained at the Registered Office of the Transferee Company. Explanatory Statement under Sections 102, 230 (3) and other applicable provisions of the Companies Act, 2013 read with Rules6 and 7 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 is attached herewith and forms part of this Notice. The Tribunal has appointed Advocate Ms. Shreya Choudhary as the Chairperson of the said meeting. Above mentioned amalgamation, if approved at the meeting, will be subject to the subsequent approval of the Tribunal. By Order of the Board VISA Steel Limited Place: Kolkata Date: 19 May 2017 Sd/- Registered Office: Shreya Choudhary 11 Ekamra Kanan, Nayapalli Chairperson of the Meeting Bhubaneswar 751 015 4 EXPLANATORY STATEMENT UNDER SECTIONS 102, 230 (3) AND OTHER APPLICABLE PROVISIONS OF THE COMPANIES ACT, 2013 READ WITH RULES 6 AND 7 OF THE COMPANIES (COMPROMISES, ARRANGEMENTS AND AMALGAMATIONS) RULES, 2016 FORMING PART OF THE NOTICE 1. Pursuant to an Order dated 11 May 2017 passed by the Kolkata Bench of the National Company Law Tribunal (‘NCLT’/ ‘Tribunal’) in Company Application No. 106 of 2017 filed by VISA Steel Limited (‘Transferee Company/Applicant Company’), a meeting of the Unsecured Creditors of the Transferee Company, is convened to be held at VISA House, 11 Ekamra Kanan, Nayapalli, Bhubaneswar 751 015, Odisha on Friday, 30 June 2017 at 1.00 p.m, for the purpose of considering and if thought fit, approving, with or without modification(s), the arrangement embodied in the proposed Scheme of Amalgamation between VISA BAO Limited (‘Transferor Company’) with VISA Steel Limited (‘Transferee Company’) and their respective Shareholders and Creditors (hereinafter referred to as the ‘Scheme’ or ‘Scheme of Amalgamation’) and in connection therewith pass resolution proposed in the Notice. 2. A copy of the Scheme setting out details of parties involved in the proposed Scheme, appointed date, effective date, Share Exchange Ratio and other relevant particulars is attached herewith and forms part of the Notice as well as this Explanatory Statement thereto. 3. The background of the companies involved in the Scheme are as under: 3.1 VISA Steel Limited (VSL) (Transferee Company) (a) VISA Steel Limited is a Public Limited Company which was originally incorporated on 10 September 1996 under the provisions of Companies Act, 1956, in the name and style of “VISA Industries Limited”.
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