9911796707
TMI Blog2016 (2) TMI 1128X X X X Extracts X X X X X X X X Extracts X X X X ..... ORAL ORDER 1. This application is filed by the abovenamed applicant Transferee Company under Sections 391 to 394 of the Companies Act, 1956, in a proposed Scheme of Arrangement, in the nature of amalgamation of Artistique Ceramics Private Limited, the Transferor Company with Asian Granito India Limited, the Applicant Transferee Company; as proposed between the applicant Company and its Shareholders and Creditors. 2. Heard Mrs.Swati Soparkar, learned advocate for the applicant Company. Submissions are made (i) praying for dispensation of the meeting of the Unsecured Creditors of the applicant Company; and (ii) seeking directions for convening separate meetings of the Equity Shareholders and Secured Creditors of the applicant C ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... necessary and the same is hereby dispensed with. 4. The attention of the Court has 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. BSE Limited and National Stock Exchange of India Limited and the observation letters are already placed on record as Exhibit' E'. It has been pointed out that no shares are being issued and allotted by the said Company pursuant to the proposed Scheme, to any of the Promoter/ Promoter Group, Related Parties of Promoter/ Promoter Group, Associates of Promoter/ Promoter Group, Subsidiary/(s) of Pro ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... vening the said meetings, 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 by a prepaid letter posted under Book Post, addressed to each of the Equity Shareholders and the Secured Creditors of the applicant Company, at their last known addresses. The lists of Shareholders and Secured Creditors with their names and addresses shall be placed on record by the applicant Company. A certificate shall be obtained from the Postal Department confirming the total number of dispatches so made. (iii) That at least 21 clear days before the ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... sion of the meetings on a poll. (vi) That the quorum for the said meetings shall be 10 (Ten) for the meeting of the Equity shareholders and 2 (Two) for the meeting of the Secured Creditors, present in person or through authorized representative or through proxy. (vii) The voting by proxy is permitted provided that the proxy in the prescribed form 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 Ahmedabad, not later than 48 hours before the said meeting. (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 Company and that o ..... X X X X Extracts X X X X X X X X Extracts X X X X
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