IN THE HIGH COURT OF JUDICATURE AT MADRAS
ORIGINAL JURISDICTION
COMPANY APPLICATION NO. 194 OF 2012
In the matter of the Companies Act, 1956;
-AndIn the matter of Sections 391 to 394 of the Companies Act, 1956;
-AndIn the matter of Eastcoast Steel Limited, a company incorporated
under the Companies Act, 1956 having its registered office at Cuddalore
Road, Pillaiyarkuppam Post, Bahour Commune,
Pondicherry – 607 402;
-AndIn the matter of the Scheme of Amalgamation and Arrangement between
Mind Factory Entertainment Private Limited and Eastcoast Steel Limited
Eastcoast Steel Limited,
a company incorporated under the Companies
Act, 1956 and having its registered office at
Cuddalore Road, Pillaiyarkuppam Post,
Bahour Commune, Pondicherry – 607 402.
)
)
)
)
) …Applicant Company
NOTICE CONVENING THE MEETING
To,
The EQUITY SHAREHOLDERS of Eastcoast Steel Limited (the “Applicant
Company/Company”)
TAKE NOTICE that by an Order made on the 24th day of February, 2012,
, the Court has directed that a meeting of the Equity Shareholders of the
Applicant Company be held at Cuddalore Road, Pillaiyarkuppam Post, Bahour
Commune, Pondicherry – 607 402 on the 18th day of April, 2012 at 2:00 p.m.
for the purpose of considering, and if thought fit, approving, with or without
modification, the Scheme of Amalgamation and Arrangement between Mind
Factory Entertainment Private Limited and Eastcoast Steel Limited.
TAKE FURTHER NOTICE that in pursuance of the said Order, a meeting of
the Equity Shareholders of the Applicant Company will be held at Cuddalore
Road, Pillaiyarkuppam Post, Bahour Commune, Pondicherry – 607 402 on
Wednesday, the 18th day of April, 2012 at 2:00 p.m., when you are requested
to attend.
(3)
TAKE FURTHER NOTICE that you may attend and vote at the said meeting
in person or by proxy, provided that a proxy in the prescribed form, duly
signed by you, or your authorised representative, is deposited at the registered
office of the Applicant Company at Cuddalore Road, Pillaiyarkuppam Post,
Bahour Commune, Pondicherry – 607 402, not later than 48 hours before
commencement of the said meeting.
The Court has appointed Mr. Bharat Parikh as Chairperson and failing him,
Mr. Ojas Parikh (Director, Eastcoast Steel Limited).
A copy each of the Scheme of Amalgamation and Arrangement, the Statement
under Section 393 of the Companies Act, 1956 and a Form of Proxy is
enclosed.
Dated this 28th day of February, 2012
Sd/Bharat Parikh
(Chairman appointed for the meeting)
Registered Office:
Cuddalore Road, Pillaiyarkuppam Post, Bahour Commune,
Pondicherry – 607 402. Notes: (1) All alterations made in the Form of Proxy should be initialled.
(2) Only registered Equity Shareholders of the Applicant Company
may attend and vote (either in person or by proxy) at the
meeting. The representative of a body corporate which is a
registered Equity Shareholder of the Applicant Company may
attend and vote at the Equity Shareholders’ meeting provided
a certified true copy of the resolution of the Board of Directors
or other governing body of the body corporate is deposited at
the registered office of the Applicant Company not later than
48 hours before the meeting authorising such representative to
attend and vote at the Equity Shareholders’ meeting.
(4)
IN THE HIGH COURT OF JUDICATURE AT MADRAS
ORDINARY ORIGINAL CIVIL JURISDICTION
COMPANY APPLICATION NO. 194 OF 2012
In the matter of the Companies Act, 1956;
-AndIn the matter of Sections 391 to 394 of the Companies Act, 1956;
-AndIn the matter of Eastcoast Steel Limited, a company incorporated
under the Companies Act, 1956 having its registered office at Cuddalore
Road, Pillaiyarkuppam Post, Bahour Commune, Pondicherry – 607 402;
-AndIn the matter of the Scheme of Amalgamation and Arrangement between
Mind Factory Entertainment Private Limited and Eastcoast Steel Limited.
Eastcoast Steel Limited,
a company incorporated under the Companies
Act, 1956 and having its registered office at
Cuddalore Road, Pillaiyarkuppam Post,
Bahour Commune, Pondicherry – 607 402.
)
)
)
)
) …Applicant Company
EXPLANATORY STATEMENT UNDER
SECTION 393 OF THE COMPANIES ACT, 1956
1.
Pursuant to the Order dated 24th February 2012 passed by the High Court
of Judicature at Madras in the Company Application referred to above, a
meeting of the Equity Shareholders of the Applicant Company is being
convened and held for the purpose of considering and, if thought fit,
approving with or without modification(s), the arrangement embodied in
the Scheme of Amalgamation and Arrangement (the “Scheme”) between
Mind Factory Entertainment Private Limited (hereinafter referred to as
“MFEPL” or the “Transferor Company”) a company incorporated
under the Companies Act, 1956 and Eastcoast Steel Limited (hereinafter
referred to as “ESL” or the “Applicant Company” or the “Transferee
Company”) a company registered under the Companies Act, 1956,
under Sections 391 to 394 of the Companies Act, 1956 (the “Act”).
(5)
2.
A copy of the Scheme, setting out the terms and conditions of the
amalgamation of the Transferor Company with the Applicant Company,
which has been approved by the respective Boards of Directors of the
Transferor Company and the Applicant Company at their respective
meetings held on 30th September 2011, is attached to this Explanatory
Statement.
3.
The Applicant Company was incorporated on 20th August 1982 under
the name “Chudiwala Steels Limited” under the Act and a Certificate of
Incorporation was issued by the Registrar of Companies, Pondicherry
on 20th day of August 1982. The name of the Applicant Company was
changed to “Eastcoast Steel Limited” and the Registrar of Companies,
Pondicherry issued a Fresh Certificate of Incorporation Consequent on
Change of Name dated 1st September 1988. The Applicant Company has
its registered office at Cuddalore Road, Pillaiyarkuppam Post, Bahour
Commune, Pondicherry – 607 402.
4.
The objects for which the Applicant Company has been established are
set out in its Memorandum of Association. The main objects are set out
hereunder:
1.
To set up steel furnaces and continuous casting and rolling mill
plant for producing Hot Rolled Mild Steels, steel and alloy steel
ingots, steel and alloy steel billets, and all kinds and sizes of
Re-rolled sections, i.e. Flats, Angles, Rounds, T-Irons, Squares,
Hexagons, Octagons, Rails, Joists, Channels, Steel Strips, Sheets
Plates, Deformed Bars, Plain and Cold Twisted Bars, Bright Bars,
Shaftings and Steel structurals.
2.
To carry on the business of all or any kind of iron & steel founders,
steel melters, steel makers, steel shapers and manufacturers,
mechanical, civil, electrical and general engineers and fabricators,
contractors, toll makers, brass founders metal workers,
manufacturers of steel metal and malleable grey, castings including
ferrous, non ferrous, special and alloy steel, steel forging, quality
steel manufacturers, processors of all types of forged components,
railway track and wagon components and all other types of
railway components and railway accessories, alloys, nut, bolts,
steel rounds, nails, tools, all types of hardware items, platemakers,
wire drawers, tube manufacturers, galvanizers, Japaners, rerollers annealors, enamellers and electroplaters and to buy,
(6)
take on lease or hire, sell, import, export, manufacture, process,
repair, convert, let or hire, or otherwise deal in such products,
their raw materials, stores, packing materials, by products and
allied commodities, machineries, rolling stock, implements, tools,
utensils, ground tools, materials and conveniences of all kinds,
and generally to carry on the said business in all or any of its
branches.
3.
To search, prospect, win, work, get, raise, quarry, smelt, refine,
dress, manufacture manipulate, convert, make merchantable,
sell, buy, import, export or otherwise deal in iron ore, all kinds of
metal, metalliferrous ores, and all other minerals and substances
whatsoever and to manufacture, sell, buy, import, export and
otherwise deal in any such articles and commodities.
4.
To process steel scrap & cast iron scrap and make bundles,
briquettes etc.
5.
To manufacture and / or deal in sponge iron.
5.1 The authorised, issued, subscribed and paid-up share capital of the
Applicant Company as on 30th September 2011 was as under:
Rs.
Authorised Share Capital:
1,00,00,000 Equity Shares of Rs. 10/- each
10,00,00,000/-
Issued, Subscribed and Paid-up Share Capital:
48,96,468 Equity Shares of Rs. 10/- each fully paid-up
4,89,64,680/-
5.2 As on date, the authorized, issued, subscribed and paid-up share capital
of the Applicant Company is the same as above.
5.3 The equity shares of the Applicant Company are listed on The Madras
Stock Exchange Limited (“MSE”) and The Bombay Stock Exchange
Limited (“BSE”).
6.
The Transferor Company was incorporated on 16th September 2008 as a
limited company under the name “Mind Factory Entertainment Private
Limited” under the Act and the Assistant Registrar of Companies, Tamil
Nadu, Chennai, Andaman and Nicobar Islands issued a Certificate of
Incorporation dated 16th September 2008. The registered office of the
Transferor Company is situated at SF 3, Aditya Apartments, Old No.18,
(7)
New No.37, Gandhi Nagar, 1st Main Road, Adyar, Chennai – 600 020 in
the State of Tamil Nadu.
7.
The objects for which the Transferor Company has been established
are set out in its Memorandum of Association. The main object of the
Transferor Company is set out hereunder :
1.
To manufacture or deal in sponge iron or carry on the business
of all or any kind of iron & steel founders, steel melters, steel
makers, steel shapers and manufacturers, mechanical, civil,
electrical and general engineers and fabricators, contractors, tool
makers, brass founders, metal workers, manufacturers of steel
metal and malleable grey, castings including ferrous, non ferrous,
special and alloy steel, steel forging, quality steel manufacturers,
processors of all types of forged components, railway track and
wagon components and all other types of railway components
and railway accessories, alloys, nut, bolts, steel rounds, nails,
tools, all types of hardware items, platemakers, wire drawers,
tube manufacturers, galvanizers, japaners, re-rollers annealors,
enamellers and electroplaters and to buy, take on lease or hire,
sell, import, export, manufacture, process, repair, convert, let
or hire or otherwise deal in such products, their raw materials,
stores, packing materials, by products and allied commodities,
machineries, rolling stock, implements, tools, utensils, ground
tools, materials and conveniences of all kinds, and generally to
carry on the said business in all or any of its branches.
8.1 (a) The authorised, issued, subscribed and paid-up share capital of
the Transferor Company as on 31st March 2011 was as under :
Rs.
Authorised Share Capital:
2,50,000 Equity Shares of Re.1/- each
2,50,000/-
Issued, Subscribed and Paid-up Share Capital:
2,25,000 Equity Shares of Re.1/- each fully paid-up
2,25,000/-
(b) The Transferor Company has, after 31st March 2011, increased its
authorized capital and has further issued new equity shares and as on
date, the authorized, issued, subscribed and paid-up share capital of the
Transferor Company is as under:
(8)
Rs.
Authorised Share Capital:
4,02,50,000 Equity Shares of Re.1/- each
4,02,50,000/-
Issued, Subscribed and Paid-up Share Capital:
4,02,25,000 Equity Shares of Re.1/- each fully paid-up
4,02,25,000/-
8.2 The Transferor Company is a private limited company and it is an
unlisted company.
RATIONALE FOR THE AMALGAMATION
9.
The amalgamation of the Transferor Company with the Transferee
Company would, inter alia, have the following benefits:
(a) The objects of the Transferor Company and that of the Applicant
Company being similar, the Transferor Company can be conveniently
combined with the Applicant Company.
(b) The consolidation of the Transferor Company with the
Applicant Company will increase the asset base of the amalgamated
company thereby improving the overall growth and profitability of the
amalgamated company;
(c) The amalgamation will enable the Applicant Company to have
access to additional finance and increased finance raising capability
of the Transferor Company and will enable the Applicant Company
to take the benefit of the expertise of the promoters of the Transferor
Company.
(d) The amalgamation will result in a larger capital base and increased
net worth enabling the amalgamated company to raise finances and
thereby enable the amalgamated company to improve its business
potential;
(e) The consolidation of the two Companies will provide synergies,
proper utilization of facilities, reserves, managerial, technical and
marketing expertise thereby strengthening the amalgamated company
and enhancing its market position and growth prospects;
(f) The amalgamation would be in the interest and welfare of
employees of the Applicant Company and will provide benefits to the
shareholders who will benefit from the enhanced profitability of the
amalgamated company;
(9)
(g) As an integral part of the Scheme, it is also proposed to
re-organise the share capital and reserves of the Applicant Company and
to provide additional liquidity to equity shareholders of the Applicant
Company by providing an option to convert equity shares of the
Applicant Company to subscribe to secured non-convertible debentures
of the Applicant Company.
10. The Scheme was placed before the respective Boards of Directors of
the Applicant Company and the Transferor Company on 30th September
2011, at which the recommendation of M/s. Pathak H.D. & Associates,
Chartered Accountants, valuers appointed by the Applicant Company
and the Transferor Company, for a Share Exchange Ratio of 4 fully
paid-up equity shares of face value of Rs. 10/- each of the Applicant
Company in lieu of every twenty-one fully paid-up equity shares of Re.
1/- each held by the members of the Transferor Company on the First
Record Date to be fixed by the Board of Directors of the Transferor
Company in accordance with the Scheme was accepted and approved
by the respective Boards of Directors of the Applicant Company and the
Transferor Company.
11. The Applicant Company also engaged SPA Merchant Bankers Limited,
a SEBI registered category I merchant banker, to issue a Fairness
Opinion and on the Share Exchange Ratio by the aforesaid valuers, SPA
Merchant Bankers Limited had accordingly issued its opinion dated 30th
September, 2011, which states that, the Share Exchange Ratio derived is
fair considering the circumstances and purpose of valuation. The opinion
has been issued based on various assumptions and considerations and is
available for inspection and should be read in its entirety for information
regarding the assumptions made and factors considered in rendering
such an opinion.
12. The respective Boards of Directors of the Applicant Company and the
Transferor Company, based on and relying upon the aforesaid expert
advice/ opinion, and on the basis of their independent evaluation and
judgment, have come to the conclusion that the proposed Share Exchange
Ratio is fair and reasonable and have accordingly approved the same at
their respective meetings on 30th September 2011.
13. It is therefore proposed to amalgamate the Transferor Company with
the Applicant Company by transfer and vesting of the undertaking and
entire business of the Transferor Company as a going concern to and
( 10 )
in the Transferee Company, being the Applicant Company, by way of a
Scheme of Amalgamation and Arrangement under Sections 391 to 394
of the Act.
SALIENT FEATURES OF THE SCHEME
14. The salient features of the Scheme are:
(i) The scheme envisages the amalgamation of the Transferor Company
pursuant to Sections 391 to 394 and other applicable provisions of the
Act, as a going concern, in the manner provided for in the Scheme. As
part of the Scheme, the entire Undertaking of the Transferor Company
shall be transferred to and vested in the Applicant Company as defined
in the Scheme, term Undertaking of the Transferor Company shall mean
the whole of the Undertaking.
(ii) Undertaking in relation to the Transferor Company, shall mean
the whole of the undertaking and the entire business of the Transferor
Company as a going concern including all assets and properties of the
Transferor Company and all debts, loans, liabilities, duties, undertakings
and obligations of the Transferor Company.
(iii) Under the Scheme, the Appointed Date for the Scheme is 1st
April 2011 and the Effective Date is the last of the dates on which the
Orders of the High Court sanctioning the Scheme of Amalgamation and
Arrangement are filed with the Registrar of Companies by the Transferor
Company and the Applicant Company.
(iv) The Scheme also provides for:
(a) The manner of transfer and vesting of the assets of the
Transferor Company in the Transferee Company;
(b) The transfer of all consents, permissions, licenses,
certificates, clearances, authorities, powers of attorney given by,
issued to or executed in favour of the Transferor Company;
(c) The transfer of all debts, liabilities, duties and obligations of
the Transferor Company;
(d) The transfer of contracts, deeds, bonds, agreements, schemes,
arrangements and other instruments of whatsoever nature relating
to the Transferor Company;
(e)
The transfer of all suits, actions, claims and legal proceedings
( 11 )
by or against the Transferor Company;
(f) The manner in which the business is to be carried on in
trust by the Transferor Company for the benefit of the Transferee
Company from the Appointed Date till the Effective Date;
(g) The transfer of employees engaged by the Transferor
Company as on the Effective Date to the Transferee Company;
(h) The issue of equity shares by the Applicant Company to
the equity shareholders of the Transferor Company in accordance
with the Share Exchange Ratio.
(i) No fractional certificates shall be issued by the Transferee
Company in respect of fractional entitlements of shareholders.
Such fractional entitlements will be allotted to and individual
trustee or board of trustee or a corporate trustee, who shall
consolidate all such fractions and sell the consolidated shares
in the market at such price or prices and at such time or times
as the trustee may, in its sole discretion decide, and pay the net
sale proceeds to the Transferee Company for distribution to the
concerned shareholders in proportion to their respective fractional
entitlements.
(j) The increase in the authorised share capital of the Transferee
Company, and the consequent amendment to the relevant clause
of the Memorandum of Association of the Transferee Company,
without any further act or deed or payment of stamp duty or
registration/filing fees;
(k) The Scheme provides for an option to every equity
shareholder of the Transferee Company, other than equity
shareholders of the Transferor Company, as on the Second Record
Date (as defined in the Scheme) to receive, in respect of every
one equity share of Rs. 10/- each fully paid held in the Transferee
Company, one secured non-convertible debenture of Rs. 10/- each
of the Transferee Company with rights attached thereto as specified
in the Scheme. A non-convertible debentures issued and allotted
in terms of the Scheme shall be subject to the Memorandum and
Articles of Association of the Transferee Company and shall have
the rights attached thereto as set out in the Scheme.
(l)
The manner in which dividend by the Transferor Company
( 12 )
and/or Transferee Company during pendency of the Scheme will
be declared and paid to shareholders of the Transferor Company
and the Transferee Company;
(m) The accounting treatment in the books of the Transferee
Company; and
(n) The ability of the respective Boards of Directors of the
Transferor Company and the Transferee Company, or a duly
authorised committee or director thereof, to agree to or make any
addition or modification to the Scheme which they, or the High
Court or any authorities under law, deem fit, and the ability of the
Board of Directors of the Transferor Company or the Transferee
Company respectively, directly or through a duly authorised
Committee or their delegate, to provide their approval, wherever
such approval is required under the Scheme.
(v) The Scheme is conditional upon and subject to:
(a) The Scheme being agreed to by the requisite majority of the
members and creditors of each of the Transferor Company and of
the Transferee Company and by such persons as may be required
under the Act and as may be directed by the High Court and
(b) The certified copies of the Orders of the High Court
sanctioning this Scheme being filed with the concerned Registrar
of Companies.
You are requested to read the entire text of the Scheme to get fully
acquainted with the provisions thereof. The aforesaid are only the
salient features thereof.
15. The latest audited accounts of the Transferor Company and the
Applicant Company indicate that they both are in a solvent position and
the amalgamated company, i.e. the Applicant Company, would emerge
stronger and thus would be able to meet its liabilities as they arise in the
ordinary course of business.
16. The rights and interests of the members and the creditors of the Applicant
Company will not be prejudicially affected by the Scheme.
17. The Scheme does not affect the rights of any creditors of the Applicant
Company and all creditors of the Transferor Company would be subject
to the same terms and conditions on the transfer of their liabilities from
the Transferor Company to the Applicant Company.
( 13 )
18. The Applicant Company has received no objection letters from The
Bombay Stock Exchange Limited dated 15th November 2011 and The
Madras Stock Exchange Limited dated 25th October 2011 for filing the
Scheme with the High Court of Judicature at Madras.
19. The decision on the resolution(s) placed before the meeting shall be
ascertained only by taking a poll as required by the Companies (Court)
Rules, 1959.
20. The Scheme does not affect the rights of the creditors of the Applicant
Company and all creditors would be subject to the same terms and
conditions on the transfer of the liability from the Transferor Company
to the Applicant Company.
21. No investigation proceedings have been instituted or are pending in
relation to the Applicant Company under Sections 235 to 251 of the
Act.
22. On the Scheme being approved by the shareholders and creditors of
the Applicant Company as per the requirements of Section 391 of the
Act, the Applicant Company and the Transferor Company will seek the
sanction of the High Court of Judicature at Madras to the Scheme. On
the coming into effect of the Scheme, the Transferor Company shall
stand dissolved without winding-up.
23. The Directors of the Applicant Company and the Transferor Company
may be deemed to be concerned and/or interested in the Scheme only
to the extent of their shareholding, if any, in the respective Companies,
or to the extent the said Directors are the partners, directors, members
of companies, firms, association of persons, bodies corporate and/or
beneficiary of any trust that holds shares in either of the Companies or
to the extent they may be allotted shares in the Applicant Company as a
result of the Scheme.
24. The details of the present Directors of the Transferor Company and their
shareholding in the Applicant Company and the Transferor Company,
either singly or jointly, as on date are as follows:
( 14 )
Name of Director
Position
Equity Shares held in
Eastcoast
Steel
Limited
Mind Factory
Entertainment
Private Limited
Mr. Gopu Rajagopal
Director
Nil
Nil
Mr. Chullickal Andrews Joshi
Director
Nil
Nil
The said Directors of the Transferor Company do not hold any equity
shares in the Transferor Company or in the Applicant Company. The said
Directors of the Transferor Company are not and may not be considered
or deemed to be interested in the Scheme in any manner whatsoever.
25. The details of the present Directors of the Applicant Company and their
shareholding in the Applicant Company and the Transferor Company,
either singly or jointly, as date are as follows:
Name of Director
Position
Equity Shares held in
Eastcoast
Steel
Limited
Mind
Factory
Entertainment
Private
Limited
Mr, Prithviraj S. Parikh
Chairman &
Executive Director
71,174*
Nil
Mr. Nalin S. Parikh
Director
8,250**
Nil
Mr. Rajendra Chaturvedi
Director
Nil
Nil
Mr. Vilas K Shah
Director
1,700
Nil
Mr. Premratan Damani
Director
Nil
Nil
Mr. Ojas K. Parikh
Director
17,424***
Nil
Mr. P.K.R.K. Menon
Director & Company
Secretary
1,100****
Nil
Mr. Pradeep B Chinai
Director
Nil
Nil
*49,900 Nos. of Shares held jointly by himself with his wife & son.
**8200 Nos. of Shares held jointly by himself with his wife.
***17,424 Nos. of Shares held jointly by himself with his mother.
****Held jointly by himself with his wife / daughter.
( 15 )
26. The Directors of the Applicant Company who holds equity shares in the
Applicant Company, may be considered to or deemed to be interested in
the Scheme to the extent of such shareholding. Save as aforesaid, none
of the Directors are or may be considered or deemed to be interested in
any manner.
(a) The pre-amalgamation and post-amalgamation capital structure of
the Applicant Company is and will be as follows:
PreAmalgamation
Rs.
PostAmalgamation
Rs.
10,00,00,000
14,02,50,000
4,89,64,680
12,55,83,730
Authorised Share Capital
Equity Shares
Issued, Subscribed and Paid Up
Capital
Equity Shares
(b) The pre-amalgamation capital structure of the Transferor Company
is as follows :
PreAmalgamation
Authorised Share Capital
Equity Shares
2,50,000
Issued, Subscribed and Paid Up Capital
Equity Shares
2,25,000
(c) The pre-amalgamation shareholding pattern of the Transferor
Company as on 30th September, 2011 is as follows:
Category
Percentage
Promoter and Promoter Group
100.00
Financial Institutions / Banks
-
Insurance Companies
-
Bodies Corporate
-
Individuals
-
Total
100.00
(a) The pre-amalgamation and the post-amalgamation shareholding
pattern of the Applicant Company is and will be as follows :
( 16 )
Category
Pre-Amalgamation
(as 30th September,
2011)
Percentage
PostAmalgamation
(Expected)
Percentage
Promoter and Promoter Group
14.76
61.01
Mutual Funds
0.56
0.22
Financial Institutions / Banks
0.06
0.02
–
–
Central Government /
State Government
–
–
Bodies Corporate
20.64
12.32
Individuals
Total
63.98
26.43
100.00
100.00
27. An equity shareholder entitled to attend and vote at the meeting is
entitled to appoint a proxy to attend and vote instead of him, and such
proxy need not be a member of the Applicant Company. The instrument
appointing the proxy should however be deposited at the registered
office of the Applicant Company not later than 48 (forty eight) hours
prior to the commencement of the meeting.
28. Corporate members intending to send their authorized representatives
to attend the meeting are requested to lodge a certified true copy of the
resolution of the Board of Directors or other governing body of the body
corporate not later than 48 (forty eight) hours before commencement of
the meeting, authorizing such person to attend and vote on its behalf at
the meeting.
29. The following documents will be open for inspection by the equity
shareholders of the Applicant Company up to one day prior to the date
of the Meeting at its registered office between 11:00 a.m. and 1:00 p.m.
on all working days, except Saturdays:
(a) Certified copy of the Order dated 24th February 2012 of the Hon’ble
High Court of Judicature at Madras in the Company Application
No. 194 of 2012 directing convening of the meeting;
(b) Copy of the Company Application No. 194 of 2012 and the
Affidavit in support thereof;
(c)
Memorandum and Articles of Association of the Applicant
Company and the Transferor Company;
( 17 )
(d) Audited Annual Reports of the Applicant Company and the
Transferor Company for the year/period ended 31st March, 2011;
(e)
Unaudited financial results of the Applicant Company for the
quarter ended 30th September, 2011 and the Disclosures in
accordance with Clauses 41 and 43 of the Listing Agreement for
the quarter ended 30th September, 2011 made by the Applicant
Company;
(f)
Unaudited financial results of the Transferor Company for six
month period ended 30th September, 2011.
(g) Copies of the no objection letters dated 15th November 2011 and
25th October 2011 received from The Bombay Stock Exchange
Limited and The Madras Stock Exchange of India Limited,
respectively;
(h) Copy of the valuation report dated 30th September, 2011 issued by
M/s. Pathak H.D. & Associates, Chartered Accountants;
(i)
(j) Scheme of Amalgamation and Arrangement.
This statement may be treated as the statement under Section 173 and
also Section 393 of the Act. A copy of the Scheme and this statement
may also be obtained by equity shareholders of the Applicant Company
from the registered office of the Applicant Company during ordinary
business hours on all working days, except Saturdays.
Copy of the Fairness Opinion dated 30th September, 2011 issued
by SPA Merchant Bankers Limited on the valuation of shares done
by the Valuers;
Dated this 28th day of February, 2012
Sd/Bharat Parikh
(Chairman appointed for the meeting)
Registered Office:
Cuddalore Road, Pillaiyarkuppam Post, Bahour Commune,
Pondicherry – 607 402.
( 18 )