JUDGMENT : 1. Since both the applicants have one preference shareholder each and such preference shareholders have approved the proposed scheme of amalgamation, the meetings of the preference shareholders of the applicants to consider the proposed scheme, are dispensed with. The letters of consent of such preference shareholders, in original, are appended to the application. 2. A meeting of the members holding Equity Shares of Binani Metals Limited, being the applicant no. 1 herein, shall be convened and held at Rotary Sadan, 94/2, Chowringhee Road, Kolkata-700 020 on November 23, 2015 at 2 pm for the purpose of considering and, if thought fit, approving, with or without modification, the proposed Scheme of Amalgamation of the applicant no.1 with the applicant no. 2. 3. A meeting of the members holding Equity Shares of Binani Industries Limited, being the applicant no. 2 herein, shall be convened and held at Rotary Sadan, 94/2, Chowringhee Road, Kolkata-700 020 on November 23, 2015 at 11.30 am for the purpose of considering and, if thought fit, approving, with or without modification, the proposed Scheme of Amalgamation of the applicant no.1 with the applicant no. 2. 4. The resolutions for the approval of the Scheme of Amalgamation shall be put to the equity shareholders of the applicants for their consideration and also for approval by Postal Ballot/E-Voting. 5. The postal ballot shall be conducted in the manner prescribed by the Companies (Management and Administration) Rules, 2014 and Companies (Management and Administration) Amendment Rules, 2015. As an alternative to voting physically by Postal Ballot, e-voting option shall also be given to the equity shareholders of the applicants as provided for in the said Rules. E-voting facility shall be provided on the electronic platform of either the National Securities Depository Limited or Central Depository Services (India) Limited, as may be arranged by the applicants. The procedure recommended by the relevant depository for such e-voting shall be followed. 6. At least 21 (twenty one) clear days before the date of the said meetings, advertisements convening the same and stating that copies of the said Scheme of Amalgamation 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 offices of the Applicants or at the office of their Advocate-on-Record, Mr. S.K. Bajoria, Advocate, 6, Old Post Office Street, Ground Floor, Kolkata-700 001 and advertisements of the resolutions by postal ballot/e-voting giving the details as required under the Postal Ballot Rules, be published once in English newspaper “The Business Standard” and once in Bengali newspaper “Bartaman” in Kolkata. The publication in Calcutta Gazette is dispensed with. 7. In addition, at least 30 (thirty) clear days before the meetings to be held as aforesaid, notices convening the said meetings at the place and times as aforesaid and notices of the resolutions by postal ballot/e-voting 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 other documents accompanying the same, including postal ballot forms and the prescribed Form of Proxy be sent by courier or by personal service addressed to each of the Equity Shareholders in the applicants at their respective last known addresses. Such notice shall be sent by email to all the shareholders, who have provided their email Id and consented to receiving documents by emails from the applicants. The notices shall be sent to the equity shareholders at their respective or last known address/email Id, as aforesaid. The notices shall specify a date which is not less than 30 days from the date of completion of dispatch of the notices as the last date by which the votes, whether by Postal Ballot or by E-voting, have to be tendered, as aforesaid. 8. Advocate-on-Record for the applicants do within seven days (after obtaining an authenticated copy of this order) filed in Court, the forms of the notices and the statement to accompany the notices and the same shall be settled by the Assistant Registrar (Company) of this Court. 9. Mr. Deb Mukherjee, Advocate, failing which Mr. Bijit Kumar Basu, 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 4,000 GM. 10. Mr. Bijit Kumar Basu, Advocate, failing which Mr. Deb Mukherjee, 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 3,000 GM. 11. Ms. Suchismita Ghosh, Advocate shall act as the Scrutiniser for conducting the postal ballot/e-voting in respect of both the applicants at a remuneration of 2,500 GM. Deb Mukherjee, 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 3,000 GM. 11. Ms. Suchismita Ghosh, Advocate shall act as the Scrutiniser for conducting the postal ballot/e-voting in respect of both the applicants at a remuneration of 2,500 GM. 12. The Chairpersons appointed for the said meetings or any person authorised by them do issue and send out the notices of the said meetings referred to above. 13. The quorum for the said meetings of the equity shareholders of the applicants be fixed at 5(five) persons present either in person or by proxy. 14. Voting by proxy will be permitted provided that a proxy in the prescribed form duly signed by the person(s) entitled to attend and vote at the meetings is filed with the relevant applicant at its registered office not later than 48 hours before the meetings. The Chairpersons shall have the power to adjourn the meetings, if necessary. 15. The value of the vote of each member shall be in accordance with the books of the applicants and, where entries in the books are disputed, the relevant Chairperson shall determine the value of the vote for the purpose of the meeting. 16. The Chairpersons do report to this Court the result of the said meetings within three weeks from the date of the conclusion of the meetings and the reports shall be verified by affidavits of the respective Chairperson. 17. The Scrutiniser shall declare the results of the postal ballot/e-voting within a period of three weeks from the end of the last date of voting specified in the notices. The minutes shall be prepared and signed by the Scrutiniser. The declaration shall be posted on the notice boards of the applicants at their respective registered office as also on the websites of the applicants. The scrutiniser shall also report to the Court the results of the said Postal Ballot/E-Voting within the said period and the respective reports shall be verified by separate affidavits. 18. The summons be signed as of date. C.A. No. 551 of 2015 is disposed of without any order as to costs. 19. Urgent certified website copies of this order, if applied for, be issued to the parties subject to compliance with all requisite formalities.