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2015 (12) TMI 1716

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..... the State of Gujarat on Saturday, the 23rd day of January, 2016 at 1.00 p.m. (13.00 hours), for the purpose of considering, and if thought fit approving, with or without modification, the Scheme of merger of the applicant Company and their respective Unsecured Creditors. At least 21 clear days before the day appointed for the meeting to be held as aforesaid, an advertisement convening the said meetings indicating the day, the date, the place and time aforesaid and stating that copies of the said Scheme of Merger, the statement required to be furnished pursuant to Section 393 of the Companies Act, 1956 and Form of Proxy can be obtained free of charge at the registered office of the applicant Company, be inserted once in English daily news .....

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..... ) the applicant Company is proposed under Sections391 to 394, read with Sections100 to 103 of the Companies Act, 1956 ( the Act , for short). 2. In this regard, the present application is filed by the applicant GEA Pharma Systems (India) Private Limited (GSPIN) ( the Transferor Company ) for merger with GEA Process Engineering (India) Private Limited (GPIN) ( the Transferee Company ) with the prayers in the Judges' Summons, as below. (a) That a meeting of the Equity Shareholders and sole Secured Creditor of the applicant Company be dispensed with as per consent at AnnexureD for the purpose of considering and if thought fit, approving with or without modification(s), the proposed Scheme of Amalgamation of GEA Pharma Systems (India .....

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..... s may be dispensed with. 4. Considering the above facts and circumstances and the submissions advanced by the learned advocate for the petitioner, and looking to the consent letters produced at page Nos.32, 32A and 32B at AnnexureD of the application, the meetings of the Shareholders and the sole Secured Creditor of the applicant Company are not necessary and the said meetings of the Shareholders and sole Secured Creditor, are hereby dispensed with. 5. A meeting of the Unsecured Creditors of the applicant Company shall be convened and held at the registered office of the petitioner Company at Block No.08, PhaseB, Village Dumad, Savli Road, Vadodara391740, in the State of Gujarat on Saturday, the 23rd day of January, 2016 at 1.00 p.m. .....

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..... the record of the applicant Company. Publication of the advertisement in the Gujarat Government Gazette is dispensed with. 8. The settling and/or approval of the advertisement, the form of notice and the statement to accompany the notice by the Registrar of this Court is dispensed with. 9. Mr.Kashyap Upadhyay, Director of the applicant Company and, in his absence, Mr.Ninad Raje, Director of the applicant Company, shall be the Chairman of the aforesaid meeting to be held on Saturday, the 23rd day of January, 2016 and in respect of any adjournment or adjournments thereof. 10. The Chairman appointed for the aforesaid meeting shall issue the notices of the meetings referred to above. The Chairman is free to avail of the services of th .....

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