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TMI Blog2015 (8) TMI 1422X X X X Extracts X X X X X X X X Extracts X X X X ..... ed 30.7.2015 filed under Sections 391 to 394 of the Companies Act, 1956, in a proposed composite scheme of arrangement in the nature of amalgamation of three transferor companies, viz. Diavetra Lifesciences Private Limited, Gujarat Agrofarm Limited, and Hester Biosciences (Mauritius) Limited, with Hester Biosciences Limited, the applicant transferee-company, and de-merger and transfer of trading undertaking of Innoves Animal Health Private Limited, the de-merged company, into Hester Biosciences Limited, the applicant-resulting company, as proposed between the applicant-company and its equity shareholders. Smt. Swati Soparkar, advocate for the applicant-company has made the submissions (i) seeking directions for convening the meeting of equi ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... g and approving the proposed scheme is not necessary, and the same is hereby dispensed with. 3. However, the applicant-company has clarified vide paragraph No.21 of the said affidavit that, apart from the above referred contention with regard to the interest of the creditors being not affected, pursuant to the terms of the loan agreements with the said secured creditors, their approval to the scheme is required. In compliance of the said understanding, the applicant-company has already approached its secured creditors, and their approval to the scheme shall be obtained, and placed on record before the final sanction of the scheme by this Court. 4. Attention of this Court has been further drawn to paragraph No.16 of the said affidavit ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... omposite scheme of arrangement in the nature of amalgamation of the three transferor companies, viz. Diavetra Lifesciences Private Limited, Gujarat Agrofarm Limited, and Hester Biosciences (Mauritius) Limited, with Hester Biosciences Limited, the applicant transferee-company, and de-merger and transfer of trading undertaking of Innoves Animal Health Private Limited, the de-merged company into Hester Biosciences Limited, applicant-resulting company, as proposed between the applicant transferee-company and its equity shareholders. 5.2 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 schem ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ent or adjournments thereof. 5.5 That the Chairman appointed for the aforesaid meetings do issue advertisements and send out notices of the said meetings referred to above. It is further directed, that the Chairman of the meetings shall have all the 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 meetings by any person/persons, and to ascertain the decision of the meeting on a poll. 5.6 That the quorum for the said meeting shall be 15 (fifteen) equity shareholders, present in person or through authorized representative or th ..... X X X X Extracts X X X X X X X X Extracts X X X X
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