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TMI Blog2016 (7) TMI 278X X X X Extracts X X X X X X X X Extracts X X X X ..... national Private Limited, the Applicant Demerged Company, as proposed between the company and its creditors. At least 21 clear days before the meeting to be held as aforesaid, Notice convening the said meeting, indicating the day, the date, the place and the time as aforesaid, together with a copy of the Scheme of Arrangement, copy of the Explanatory Statement required to be sent under Section 393 of the Companies Act, 1956 and the prescribed Form of Proxy shall be sent to each of the Unsecured Creditors of the Applicant Company, at their last known address. Also the rules for appointment of chairman, quorum of meeting, voting by proxy and other relevant provision of Companies act should be strictly adhered to. - Company Application ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... is annexed as Exhibit E . In view of the same, dispensation is sought from convening the meeting of the Equity Shareholders of the Applicant Company and considering the facts and circumstances and the submissions, the same is hereby granted. 4. Further, it has been submitted vide para 13 of the affidavit in support of the Judges Summons that proposed Restructure of the Capital in form of the utilization of the Securities Premium Account of the Demerged Company amounting to reduction of the capital is consequential in nature and is proposed as an integral part of the proposed Scheme of Arrangement. Further, the proposed reduction does not involve either diminution of liability in respect of unpaid share capital or payment to any shareh ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... fications, the Composite Scheme of Arrangement in the nature of demerger and transfer of Trading Undertaking of Priyal International Private Limited to Shroff Wholesome Living Farms Private Limited as well as the Restructure of Capital of in form of Utilization of Security Premium Account of Priyal International Private Limited, the Applicant Demerged Company, as proposed between the company and its creditors. 7. That at least 21 clear days before the meeting to be held as aforesaid, Notice convening the said meeting, indicating the day, the date, the place and the time as aforesaid, together with a copy of the Scheme of Arrangement, copy of the Explanatory Statement required to be sent under Section 393 of the Companies Act, 1956 and th ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... g referred to above. It is further directed, that the Chairman of the meeting shall have all powers under the Articles of Association of the Applicant Company and under the Companies (Court) Rules, 1959 in relation to conduct of meetings, including an adjournment of the meetings, and/or an amendment to the Scheme or resolution, if any, proposed at the meeting by any person(s) and to ascertain the decision of the meeting on a poll. 11. That the quorum for the said meetings shall be 5 (Five) for the meeting of Unsecured Creditors present in person or through authorized representative or through proxy. 12. That voting by proxy is permitted provided that the proxy in the prescribed form and duly signed by the person entitled to attend and ..... X X X X Extracts X X X X X X X X Extracts X X X X
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