9911796707
TMI Blog2016 (2) TMI 1125X X X X Extracts X X X X X X X X Extracts X X X X ..... irections for convening separate meetings of the Equity Shareholders resident in India and Equity Shareholders resident outside India of the applicant Company and (ii) seeking dispensation of the meetings of the Secured and Unsecured Creditors of the applicant Company. 3. The attention of the Court is drawn to the submissions made in Paragraph13 of the affidavit in support of the Judges' Summons. It has been submitted that since both the Transferor and the Transferee Company are profitmaking companies with substantially positive net worth, the rights and interests of the Creditors of the applicant Transferor Company shall not be prejudicially affected as a result of the proposed Scheme. The proposed Scheme does not envisage any arrange ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... and Unsecured Creditors for considering and approving the proposed Scheme are not necessary and the same are hereby dispensed with. 5. The attention of the Court has also been drawn to Paragraph10 of the affidavit in support of the Judges' Summons. It has been pointed out that being a listed public limited Company, the applicant has obtained the requisite prior approval of SEBI through the concerned stock exchanges viz. National Stock Exchange of India Limited dated 3rd February 2016 and BSE Limited dated 4th February 2016 and the said observation letters are already placed on record. It has been further pointed out that as compliance of Clause 5.16(a) of SEBI Circular No.CIR/CFD/DIL/5/2013 dated February 4, 2013 read with SEBI Circul ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... y of the Scheme of Amalgamation, 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 by a Courier/ Registered Post/ Speed Post or through Email (to those shareholders whose email addresses are duly registered with the applicant Company for the purpose of receiving such notices by email) Courier addressed to each of the Equity Shareholders of the applicant Company, at their last known addresses or email addresses as per records of the applicant Company. The lists of shareholders with their names and addresses shall be placed on record by the applicant Company. (iii) That at least 21 clear days before the meetings to be held as aforesaid, Notice con ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... Equity Shareholders; viz. (i) Residents of India and (ii) Nonresidents of India, shall be 5 (five), present in person or through authorized representative or through proxy. (vii) That voting by proxy is permitted provided that the proxy in the prescribed from and duly signed by the person entitled to attend and vote at the aforesaid meetings, or by his authorized representative, is filed with the applicant Company at its registered office at Vapi, not later than 48 hours before the said meetings. (viii) That the value of the vote of each Equity Shareholder of the Company shall be as per the entries in the Registers of the applicant Company, and where the entries in the register are disputed, the Chairman of the meetings shall deter ..... X X X X Extracts X X X X X X X X Extracts X X X X
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