9911796707
TMI Blog2010 (5) TMI 385X X X X Extracts X X X X X X X X Extracts X X X X ..... ourt by way of Company Petition No. 799/2009 connected with Company Application No. 907/2009 and the Scheme has been sanctioned by the Bombay High Court vide its order dated 29-1-2010. 2. It has been submitted that vide order dated 31-7-2009 in Company Application No. 286/2009 (Annexure F to the petition at pages 62 to 69), meeting of the equity shareholders of the petitioner Company was directed to be convened and accordingly, the meeting of the equity shareholders of the petitioner transferee Company was convened on 10-9-2009 as directed by this Court and it is reported that the Scheme has been unanimously approved at the said meeting. The Chairman's report along with the affidavit dated 14-9-2009, reporting that in the meeting convened ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... nd has furnished No Objection Letter from BSE only and the No Objection Letter from ASE is awaited. It is submitted that the Transferee Company being listed company, and as per SEBI guidelines the Fairness Opinion of the Merchant Bankers on Share Exchange Ratio is required to be obtained and same shall be made available to the members at the time of meeting, which the petitioner company has not compared with. (ii)The Transferee Company shall ensure that the new shares allotted to the shareholders of the Transferor Company are listed and permitted to trade by the concerned Stock Exchanges in which its share are listed. (iii)The business of the Transferor Company, as also Transferee Company is related to agri based one. The Transferee Compa ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... oner received a letter from the said Stock Exchange on 15th June, 2009 demanding the payment of the listing fees for the year 2009-10. The petitioner responded to the same immediately and vide letter dated 27th June, 2009, made the payment of the requisite listing fees by Demand Draft dated 27th June, 2009. The receipt of the same was acknowledged by the concerned Stock Exchange on 29th June, 2009. However, on response was received with regard to the No Objection Certificate from the Ahmedabad Stock Exchange. It is respectfully submitted that the Bombay Stock Exchange Limited, being the premier stock exchange of the country, the petitioner company proceeded with the necessary applications being filed for obtaining the directions from the Ho ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... printed Notice of Court convened meeting sent to all the shareholders of the company. A copy of the same is attached herewith as Annex C. The said submission is supported by the affidavit of the shareholders confirming both the receipt of the addendum and the availability of the Fairness Opinion for inspection. The said affidavits are annexed herewith as Annex D. 5. With reference to the second observation pertaining to listing of the new shares, it is respectfully submitted that vide clause 11(h) of the said scheme, it is already envisaged that the new shares, to be allotted to the shareholders of the Transferor Company shall the listed on the relevant stock exchanges and the same shall be permitted to be admitted for trading. In light of ..... X X X X Extracts X X X X X X X X Extracts X X X X
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