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In Re. : Hester Biosciences Limited.

2015 (8) TMI 1422 - GUJARAT HIGH COURT

Scheme of arrangement in the nature of amalgamation - Held that:- Upon reading of the affidavit dated 27.7.2015 filed in support of the Judge’s Summons for directions, and other relevant annexures attached in support of the contents of the affidavit filed by the deponent, (Exh. 'F’, being a copy of the proposed scheme of arrangement), it is hereby ordered. Necessary procedures for meetings notices and quorum need to be adhered. - Company Application No. 229 of 2015 - Dated:- 5-8-2015 - Mr. VIPUL .....

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y, and de-merger and transfer of trading undertaking of Innoves Animal Health Private Limited, the de-merged company, into Hester Biosciences Limited, the applicant-resulting company, as proposed between the applicant-company and its equity shareholders. Smt. Swati Soparkar, advocate for the applicant-company has made the submissions (i) seeking directions for convening the meeting of equity shareholders of the applicant-company and (ii) praying for dispensation of the meetings of the creditors .....

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erely affected. The net worth of the transferee-company in past severely affected. The net worth of the transferee-company in post-scheme scenario shall be more than ₹ 74.75 crores. The said contention is substantiated by a certificate from the Chartered Accountant. Hence, the rights and interests of the creditors of the company are not likely to be prejudicially affected as a result of the proposed scheme. The applicant has undertaken to fulfill all its liabilities towards the creditors i .....

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cant-company has clarified vide paragraph No.21 of the said affidavit that, apart from the above referred contention with regard to the interest of the creditors being not affected, pursuant to the terms of the loan agreements with the said secured creditors, their approval to the scheme is required. In compliance of the said understanding, the applicant-company has already approached its secured creditors, and their approval to the scheme shall be obtained, and placed on record before the final .....

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ance of clause 5.16(a) of SEBI circular No. CIR/CFD/DIL/5/2013 dated 4.2.2013 read with SEBI Circular No. CIR/CFD/DIL/8/2013 dated 21.5.2013 with regard to postal ballot and e-voting by the public shareholders is not necessary for the applicant-company. The applicant-company has already submitted the requisite undertaking, and the auditor s certificate to the SEBI, copies of which are also placed on record. Perusing the same, this Court does not think it necessary to issue any directions in this .....

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at 2.00 p.m., for the purpose of considering, and, if thought fit, approving with or without modifications, the proposed composite scheme of arrangement in the nature of amalgamation of the three transferor companies, viz. Diavetra Lifesciences Private Limited, Gujarat Agrofarm Limited, and Hester Biosciences (Mauritius) Limited, with Hester Biosciences Limited, the applicant transferee-company, and de-merger and transfer of trading undertaking of Innoves Animal Health Private Limited, the de-m .....

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cribed form of proxy, shall be sent by a pre-paid letter posted under Book Post, addressed to each of the equity shareholders of the applicant-company at their last known address. The lists of shareholders with their names and addresses shall be placed on record by the applicant-company. A certificate shall be obtained from the Postal Department, confirming the total number of dispatches so made. 5.3 That at least 21 clear days before the meeting to be held as aforesaid, notice convening the sai .....

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nglish daily and Sandesh , Gujarati daily (both Ahmedabad editions). 5.4 That Mr. Rajiv Gandhi, the Chief Executive Officer and Managing Director of the applicant-company, and failing him, Mr. Jigar Shah, the Chief Financial Officer of the applicant-company, shall be the Chairman of the aforesaid meetings, to be held on 15.9.2015 and in respect of any adjournment or adjournments thereof. 5.5 That the Chairman appointed for the aforesaid meetings do issue advertisements and send out notices of th .....

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