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2016 (7) TMI 278 - GUJARAT HIGH COURT

2016 (7) TMI 278 - GUJARAT HIGH COURT - TMI - Demerger and Transfer of Demerged Undertaking - seeking dispensation and directions for convening meeting - Held that:- As ordered a meeting of the Unsecured Creditors of the Applicant Company shall be convened and held at the registered office of the Applicant Company for the purpose of considering and if thought fit, approving with or without modifications, the Composite Scheme of Arrangement in the nature of demerger and transfer of Trading Undert .....

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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 to each of the Unsecured Creditors of the Applicant Company, at their last known address. - Also the rules for appointment of chairman, quorum of meeting, voting by proxy and other relevant provision of Companies act should be strictly adhered to. - Company Application No. 285 of 2016 - Dated:- 28-6-2016 - R. M .....

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es Act, 1956 and Section 52 of the Companies Act, 2013. 2. In this regard, the present application is filed by the abovenamed Applicant Demerged company by summons dated 23rd June 2016. Smt. Swati Soparkar, learned advocate appears for the applicant company. The submissions are made for (i) seeking dispensation of the meeting of the Equity Shareholders of the Applicant Company, (ii) seeking directions for convening meeting of the Unsecured Creditors of the Applicant Company; and (iii) seeking di .....

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from convening the meeting of the Equity Shareholders of the Applicant Company and considering the facts and circumstances and the submissions, the same is hereby granted. 4. Further, it has been submitted vide para 13 of the affidavit in support of the Judges Summons that proposed Restructure of the Capital in form of the utilization of the Securities Premium Account of the Demerged Company amounting to reduction of the capital is consequential in nature and is proposed as an integral part of t .....

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rs, shall be treated as the Special Resolution as required under Sec. 78 and 100 of the Companies Act, 1956 and Section 52 of the Companies Act, 2013. Considering the said submissions, and in view of the facts and circumstances, it is hereby held that the procedure prescribed under Section 101(2) of the Companies Act, 1956 and under rule 48 to 65 of the Companies (Court) Rules 1959 is not necessary to be followed and the same is hereby dispensed with. 5. It has been further submitted that there .....

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0006 in the state of Gujarat on Thursday, the 28th day of July 2016 at 11.30 a.m., for the purpose of considering and if thought fit, approving with or without modifications, the Composite Scheme of Arrangement in the nature of demerger and transfer of Trading Undertaking of Priyal International Private Limited to Shroff Wholesome Living Farms Private Limited as well as the Restructure of Capital of in form of Utilization of Security Premium Account of Priyal International Private Limited, the A .....

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, addressed to each of the Unsecured Creditors of the Applicant Company, at their last known address. The list of the Unsecured Creditors with their names and addresses shall be placed on record by the Applicant Company. A certificate shall be obtained from the Postal Dept. confirming the total number of dispatches so made. 8. 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 time as aforesaid be .....

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