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2015 (12) TMI 1730 - GUJARAT HIGH COURTScheme of Arrangement in the nature of Amalgamation - Held that:- Considering all submissions and in light of the settled legal position confirmed by various judgments referred to in the affidavit in support of the Judges' Summons, holding that separate proceedings are not necessary for the Transferee Company, being the Holding Company, it is held that in the present case, as well, separate proceedings are not required to be filed for the Transferee Company. The attention of the Court is drawn to Paragraph 8 of the Affidavit in support of the Judges' Summons. It has been pointed out that the applicant, being a listed public limited Company, pursuant 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 procedure of Postal Ballot and voting for seeking approval from the Public shareholders. In view of the same, the rights and interests of the creditors of the Transferee Company shall not be prejudicially affected and the Scheme does not envisage any arrangement with the creditors of the Transferee Company. It has been further submitted that notwithstanding the above referred contention, the approval to the Scheme has been obtained from all the Secured Creditors of the Transferee Company in compliance with the contractual terms of the loan agreements. The said consent letters are placed on record as Exhibit' H' and the same has been substantiated by the Certificate from the Chartered Accountant placed on record as Exhibit' I'. In light of the same, dispensation is sought for the meetings of the Creditors vide prayer (e) of the Judges' Summons.
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