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TMI Blog2004 (5) TMI 306X X X X Extracts X X X X X X X X Extracts X X X X ..... e Companies Act have been invoked for sanctioning the Scheme of Arrangement whereby the Morarjee Goculdas Spinning Weaving Company Limited (for short "Morarjee" "petitioner-company" and/or "transferor-company") shall stand demerged or transferred to and vested in Canere Actives Fine Chemicals Private Limited (for short "Canere" and/or "transferee-company") as a going concern with effect from 1st December 2003 in terms of the Scheme of Arrangement (for short "Scheme"), without further act, deed, matter or thing pursuant to section 394 of the Act and, inter alia, for vesting the Tools Division of the petitioner-company without any further act or deed in Canere. 2. The authorised, issued and subscribed paid-up capital of the petition ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ers. 7. The notice of the said meetings were accordingly sent individually to the equity shareholders of the petitioner with the copies of the said Scheme of Arrangement, the statement required under section 393 of the Act, the form of proxies. The notice of the said meeting was also advertised, as ordered. The petitioner-company accordingly, has filed Affidavit proving publication of the notice, convening the meetings of the equity shareholders of the petitioner-company. 8. As per clause 24( f ) in the Listing Agreement between the petitioner-company and the respective Stock Exchanges (Bombay Stock Exchange National Stock Exchange), a copy of the Scheme was filed by the petitioner-company on 28th November, 2003 with both the Sto ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... of Arrangement with the Special Resolution passed. 11. With all the necessary averments and documents, the Company Petition in question was filed on 16th January, 2004, which was re-verified on 26th March, 2004. The reason for reverification is to add Nicholas Piramal India Limited (for short "NPIL"), the successor of Canere Actives Fine Chemicals Limited in pursuance to another Scheme. 12. By order dated 30th January, 2004, the Petition was admitted and fixed for hearing on 18th March, 2004. The notices were issued to the Regional Director and upon all remaining creditors out of which notices to 188 unsecured creditors have been dispensed with in view of the averments made in paragraphs 3, 4 and 5 of the Additional Affidavit of ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... tion of Canere with Nicholas Piramal India Limited, whereby Canere in the Scheme of Amalgamation with Piramal India Limited merged/amalgamated and resulted into NPIL. It may be noted here that pending sanction of the demerger Scheme by this Court, Canere and Nicholas Piramal India Limited have proposed to enter into an arrangement as embodied in the Scheme of Amalgamation whereunder Canere undertaking would merge and amalgamate in NPIL with effect from 1st October, 2003, being the appointed date under the Scheme of Amalgamation and in consideration of NPIL to issue and allow preferential shares credited as fully paid up to the equity shareholder of Canere as provided in the said Scheme of Amalgamation and in the result, Canere should stand ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... l stand transferred to and become those of NPIL as the transferee-company. As noted above, by order dated 12th March, 2004, the said amendment was allowed and, therefore, under the present Scheme, NPIL will be read in place of Canere in view of the merger of Canere into NPIL. 17. The Scheme of Arrangement considers the basic definitions, share capital, transfer and vesting of the Tools Division of Morarjee i.e., petitioner in Canere and now NPIL as going concern free from all encumbrances, but subject to the subsisting charges as mentioned in the Scheme. The consideration of issue of shares, accounting treatment, conduct of business by Morarjee till effective date, profits division, bonus shares etc., contract deeds and other instrume ..... X X X X Extracts X X X X X X X X Extracts X X X X
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