2015 (8) TMI 1422

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....sferee-company, 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 of the applicantcompany. 2. It has been submitted vide paragraph No.19 of the affidavit in support of the Judge's Summons that, the proposed scheme does not envisage any compromise with the secured or unsecured creditors of the compan....

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....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 sanction of the scheme by this Court. 4. Attention of this Court has been further drawn to paragraph No.16 of the said affidavit in support of the Judge's 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. It has been further po....

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....th Private Limited, the de-merged company into Hester Biosciences Limited, applicant-resulting company, as proposed between the applicant transferee-company and its equity shareholders. 5.2 That at least 21 clear days before the meeting to be held as aforesaid, notice convening the said meeting 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 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 na....