2008 (8) TMI 564

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.... convening, holding and conducting of the separate meetings of secured and unsecured creditors of the applicant Transferor Company, and (ii)the meeting of the members of the Applicant Transferor Company may kindly be dispensed with. (iii)the meeting of the members of the Applicant Transferee Company may kindly be dispensed with. (iv)any other order which this Hon'ble Court may deem fit in the facts and circumstances of the case may kindly be passed. 2. Balaji Enterprises Pvt. Limited was incorporated on 21-11-1983 with the Registrar of Companies, Jaipur. The company changed its name to Balaji Industries Private Limited vide certificate of incorporation dated 24-5-1993 subsequently converted into a public limited company vide fre....

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....emerged Undertaking) to the transferee company, by issuance of shares by the applicant transferee company to the shareholders of the applicant transferor company. The share exchange ratio has been determined by the Board of Directors of the applicant companies after taking into consideration the report given by an independent chartered accountant, it is averred that the demerger shall enhance the scope for independent collaboration with strategic investors and it shall improve the operational efficiencies. The demerger would also benefit the shareholders, creditors employees and stakeholders of both the companies. The applicant Transferor Company has 14 members, 4 secured creditors and several unsecured creditors. All the shareholders of th....

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....days before the days fixed for the meetings an advertisement convening the same and stating that copies of the said scheme of arrangement and of the statements required to be furnished shall be furnished pursuant to section 393 of the Act, 1956 and forms of proxy can be obtained free of charge at the office of the applicant transferor company or from the office of their advocate be advertised once in the dailies namely, English News paper - Indian Express (in English -Delhi Edition) and Hindi News paper- Rajasthan Patrika (in Hindi - Jaipur Edition). 11. At least 21 clear days before the meetings to be held as aforesaid a notice convening the said meetings at the place and time aforesaid, together with the copy of the said scheme of arra....