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In Re. : Asian Granito India Ltd

2016 (2) TMI 1128 - GUJARAT HIGH COURT

Scheme of Arrangement, in the nature of amalgamation - Held that:- Applicant Company shall not be required to undertake the procedure of postal ballot and evoting for seeking approval from the Public Shareholders. Hence, no directions are issued by this Court in this regard. - Separate meetings of the Equity Shareholders and Secured Creditors of the applicant Company shall be convened. At least 21 clear days before the meetings to be held as aforesaid and other eligible procedures need to be .....

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proposed between the applicant Company and its Shareholders and Creditors. 2. Heard Mrs.Swati Soparkar, learned advocate for the applicant Company. Submissions are made (i) praying for dispensation of the meeting of the Unsecured Creditors of the applicant Company; and (ii) seeking directions for convening separate meetings of the Equity Shareholders and Secured Creditors of the applicant Company. 3. It has been submitted vide Paragraph13 of the affidavit in support of the Judges' Summons, t .....

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countant, placed on record as Exhibit' G'. The certificate indicates that the Net Worth of the Transferee Company in the PreScheme scenario is ₹ 297.71 crores and PostScheme scenario shall be approximately ₹ 315.68 crores. However, in compliance with the contractual terms with its Secured Creditors, the Company has sought directions to convene the meeting of its Secured Creditors. It has been submitted that since the applicant has undertaken to fulfil all its liabilities towa .....

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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. BSE Limited and National Stock Exchange of India Limited and the observation letters are already placed on record as Exhibit' E'. It has been pointed out that no shares are being issued and allotted by the said Company pursuant to the proposed Scheme, to any of .....

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I. A copy of the same is also placed on record as Exhibit' F'. In light of the above 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. Hence, no directions are issued by this Court in this regard. 5. In view of the above, the following order is passed: (i) That separate meetings of the Equity Shareholders and Secured Creditors of the applicant Company shall be con .....

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any and its Shareholders and creditors. (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 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 by a prepaid letter posted under Book Post, addressed to each of the Equity Shareh .....

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s aforesaid be published, stating that copies of the Scheme of Arrangement, the Explanatory Statement required to be furnished pursuant to Section 393 of the Companies Act, 1956 and Form of Proxy can be obtained free of charge at the Registered Office of the applicant Company and/or its Advocate's Office, that is, 301, Shivalik10, Opp. SBI Zonal Office, S.M. Road, Ambavadi, Ahmedabad 380 015 once each in the Indian Express , English daily newspaper and Divya Bhaskar and Financial Express , G .....

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