2007 (6) TMI 279

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....Limited, the petitioner before this Court. The Court has been informed that a petition has been filed by the transferor before the Gujarat High Court since the transferor has its registered office in the State of Gujarat. That petition is stated to be pending. The scheme was approved by the Board of Directors on 10-3-2007. The rationale for the scheme has been duly explained in paragraph B of the prefatory part of the scheme. The appointed date is 1-4-2006. The scheme envisages the issuance of new equity shares by the transferee to the shareholders of the transferor in the ratio of one equity share each of the face value of Rs. 10 of the transferee for every five equity shares of the value of Rs. 10 credited as fully paid up held by equity ....

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....nally or by proxy by 38 Secured Creditors (including Debentureholders) of the petitioner company, having claims of an aggregate value of Rs. 9,048.33 crores against the petitioner company; (ii)34 Secured Creditors (including Debentureholders) having claims against the petitioner company of an aggregate value of Rs. 8,975.43 crores, and constituting 100 per cent in number representing 100 per cent in value of the Secured Creditors (including Debenture holders), present in person or by proxy and voting at the Meeting, voted in favour of the Scheme; (iii)No Secured Creditors (including Debentureholders) of the petitioner company, present in person or by proxy and voting at the Meeting, voted against the Scheme; (iv)The votes of 4 Secu....

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....cularly since there has been due compliance of all the statutory requirements. The petition is accordingly made absolute in terms of prayer clauses (a) to (g), subject to the Scheme also receiving sanction of the Gujarat High Court in the petition which has been filed by the transferor company. Prayer clauses (a) to (g) read as follows: "(a)for an order under section 394 of the Companies Act, 1956 that the Scheme of Amalgamation being Exhibit 'G' to the petition be sanctioned by this Hon'ble Court so as to be binding with effect from 1-4-2006 the Appointed Date, on the petitioner company, the transferor company and all their respective shareholders, creditors and all concerned persons; (b)for an order under section 394 of the Companie....