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2015 (12) TMI 1730

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..... t to Clause 24(f) of the Listing Agreement, the applicant Company has obtained the requisite approval from the concerned stock exchanges viz. BSE Limited and National Stock Exchange of India Limited. A copy of each of them have been placed on record as Exhibit 'E'. However, in light of the fact that no shares are being issued by the said Company pursuant to the proposed scheme, the compliance of Clause 5.16(a) is not necessary for the applicant Company. The applicant Company has already submitted the requisite Undertaking and the Auditor's Certificate to the SEBI. A copy of which is annexed herewith as Exhibit' F' for immediate reference. In light of the facts and circumstances, the applicant Company shall not be required to undertake the p .....

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..... e applicant Company. 3. Heard Mr.Bandish Soparkar, learned advocate for Mrs. Swati Soparkar, learned advocate for the applicant Company. 4. It has been submitted that the said Transferor Company is the wholly owned subsidiary of the Transferee Company. The applicant Transferee Company is the sole Holding Company. As a result, pursuant to Clause 8 of the Scheme, the Equity Shares of the Transferor Company which are held by the Transferee Company shall stand automatically cancelled and in lieu thereof no new shares shall be issued by the Transferee Company. Considering the fact that the Capital Stricture of the Transferee Company shall not undergo any change, the rights and interests of the existing shareholders of the Transferee Compan .....

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..... hange of India Limited. A copy of each of them have been placed on record as Exhibit 'E'. However, in light of the fact that no shares are being issued by the said Company pursuant to the proposed scheme, the compliance of Clause 5.16(a) is not necessary for the applicant Company. The applicant Company has already submitted the requisite Undertaking and the Auditor's Certificate to the SEBI. A copy of which is annexed herewith as Exhibit' F' for immediate reference. In light of the facts and circumstances, the applicant Company shall not be required to undertake the procedure of Postal Ballot and evoting for seeking approval from the Public shareholders. This issue is settled by this Court in judgment dated 24.09.2015, p .....

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