TMI Blog2016 (2) TMI 1125X X X X Extracts X X X X X X X X Extracts X X X X ..... ed Scheme of Amalgamation of Advanta Limited and UPL Limited, as proposed between the Company and its Equity Shareholders and creditors. 2. Smt. Swati Soparkar, learned advocate appears for the applicant Company and has made submissions (i) for seeking directions for convening separate meetings of the Equity Shareholders resident in India and Equity Shareholders resident outside India of the applicant Company and (ii) seeking dispensation of the meetings of the Secured and Unsecured Creditors of the applicant Company. 3. The attention of the Court is drawn to the submissions made in Paragraph13 of the affidavit in support of the Judges' Summons. It has been submitted that since both the Transferor and the Transferee Company are pr ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... r 2015 in Company Application No.365 of 2015 and dated 19th January 2016 in Company Application No.26 of 2016, under similar circumstances. 4. Considering the above facts and circumstances, and the submissions made, it is hereby held that the meetings of the Secured and Unsecured Creditors for considering and approving the proposed Scheme are not necessary and the same are hereby dispensed with. 5. The attention of the Court has also been drawn to Paragraph10 of the affidavit in support of the Judges' Summons. It has been pointed out that being a listed public limited Company, the applicant has obtained the requisite prior approval of SEBI through the concerned stock exchanges viz. National Stock Exchange of India Limited dated 3r ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... proposed between the applicant Company and its Equity Shareholders. (ii) That at least 21 clear days before the meetings to be held as aforesaid, Notice convening the said meetings, indicating the day, the date, the place and the time as aforesaid, together with a copy of the Scheme of Amalgamation, 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 by a Courier/ Registered Post/ Speed Post or through Email (to those shareholders whose email addresses are duly registered with the applicant Company for the purpose of receiving such notices by email) Courier addressed to each of the Equity Shareholders of the applicant Company, at their last kno ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... relation to conduct of meetings, including an adjournment of the meeting, and/or an amendment to the Scheme or Resolution, if any, proposed at the meetings by any person(s) and to ascertain the decision of the meeting on a poll. (vi) That the quorum for the each meeting of the Equity Shareholders; viz. (i) Residents of India and (ii) Nonresidents of India, shall be 5 (five), present in person or through authorized representative or through proxy. (vii) That voting by proxy is permitted provided that the proxy in the prescribed from and duly signed by the person entitled to attend and vote at the aforesaid meetings, or by his authorized representative, is filed with the applicant Company at its registered office at Vapi, not later tha ..... X X X X Extracts X X X X X X X X Extracts X X X X
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