Scrip Code: INOXLEISUR

Transcription

1 IN X LIVE de.movie 31 st August, 2018 The Secretary BSE Limited P J Towers Dalal Street Mumbai Scrip Code: The Manager National Stock Exchange of India Limited Exchange Plaza, 5th Floor, Plot No C/1 G Block, Bandra-Kurla Complex Bandra (East ), Mumbai Scrip Code: INOXLEISUR Dear Sir / Madam, Sub: Proceedings & Results of the National Company Law Tribunal (NCLT) Convened Meeting of the Secured Creditors of INOX Leisure Limited held on Friday, 31 s t August, 2018 at 12:00 noon (Meeting) Ref: Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations) Pursuant to Regulation 30 of the Listing Regulations, we give below the summary of the proceedings of the National Company Law Tribunal Convened Meeting of the Secured Creditors of the Company (Meeting) held on Friday, 31st August, 2018 at noon at Maple Hall, Hotel Express Residency, 18/ 19, Alkapuri Society, Vadodara Summary of proceedings: Mr. Parthasarathy Iyengar, Company Secretary informed the Secured Creditors that the quorum was present and hence, he called the Meeting to order. Mr. Deepak Asher, Director of the Company was appointed as the Chairman of the Meeting pursuant to the NCLT order dated J uly 20, 2018 in the matter of CA (CAA) NO. 79/ / NCLT/ AHM/ 2018 dated (the said order) and he chaired the Meeting. Mr. Satyanarain Samdani, Partner of M/s., Practicing, was appointed as Scrutinizer for the Meeting pursuant to the said order. The following item of business as set out in the Notice calling the Meeting was proposed for Secured Creditors' approval through poll and polling papers were given to the Secured Creditors present after explanation of procedure by Mr. Satyanarain Samdani, Scrutinizer, to cast vote by the Secured Creditors: Agenda Brief Description Type of Manner of Remarks No. Business & voting Resolution Reauired 1. To approve the Scheme Requiring Poll Passed with of Amalgam ation three-fourth Requisite {Merger by Absorption) majority in Majority between Swanston value of those Multiplex Cinemas present and Private Limited, the voting Transferor Company and INOX Leisure Limited, the Transferee Company. INOX L EISURE LTD. Race Course Circle, Gopal Baug, Ellora Park, Vadodara Tel E: conlact@inoxmovies.com Registered Office : ABS Towers. Old Padra Road, Vadodara 3907 Tel (91 265) Fax (91 265) CIN: L92199GJ1999PLC044045

2 IN X LIVE t.te.movie Mr. Satyanarain Samdani then informed the Chairman that casting of vote by the Secured Creditors present at the Meeting is complete. The Chairman then announced that the Results of the Poll shall be displayed at the registered office of the Company and on the website of the Company. The meeting concluded at 12 : 15 p.m. We request you to please take the above on record. Yours faithfully, For INOX Leisure Limited ~~- Parthasarathy Iyengar Company Secretary INOX LEISURE LTD. Race Course Circle, Gopal Baug, Ellora Park, Vadodara Tel E: contact@inoxmovies.com Registered Office : ABS Towers, Old Padra Road, Vadodara 3907 Tel (91 265) Fax (91 265) CIN: L92199GJ1999PLC044045

3 REPORT OF SCRUTINIZER Pursuant to Section 109 of the Companies Act, 2013 and Rule 21(2) of Companies (Management and Administration) Rules, 2014] To, Mr. Deepak Asher, The Chairman of the Meeting of the Secured Creditors of INOX Leisure Limited convened pursuant to order of the National Company Law Tribunal (NC'LT), Ahmedabad Bench in CA (CAA) NO. 79/ /NCLT/AHM/2018 dated held on the 31st August, 2018 at 12:00 noon at Maple Hall, Hotel Express Residency, 18/19, Alkapuri Society, Vadodara , Gujarat INOX LEISURE LIMITED CIN: L92199GJ1999PLC ABS Towers, Old Padra Road, Vadodara , Gujarat, India. Dear Sir, I, Satyanarain Samdani, (Membership No. F3677 COP No. 2863), Partner, M/s. Samdani Shah & Kabra, Practicing, have been appointed pursuant to the directions of the National Company Law Tribunal (NCLT), Ahmedabad Bench vide its order dated 20th July, 2018 in Company Scheme Application No. CA (CAA) NO. 79/ /NCLT/AHM/2018, as the Scrutinizer for the purpose of scrutinizing the voting through poll taken on the below mentioned resolution, in a fair and transparent manner, at Meeting of the Secured Creditors of INOX Leisure Limited ("the Company") held on Friday, 31st day of August, 2018 at 12:00 noon at Maple Hall, Hotel Express Residency, 18/19, Alkapuri Society, Vadodara , Gujarat, India, submit my report as under; 1. After the time fixed for closing of the poll by the Chairman, 1 (One) Ballot box kept for polling was locked in my presence with due identification marks. 2. The locked Ballot box was subsequently opened in my presence and in the presence of two w itnesses, who are not in the employment of the Company and poll papers were diligently scrutinized. The poll papers were reconciled with the records maintained by t he Company and the Authorizations/ Proxies lodged with the Company. 3. The poll papers, which were incomplete and/ or which were otherwise found defective have been treated as invalid and kept separately. 4. The result of the poll is as under: 702, Ocean, Sarabhai Compound, Near Centre Square Mall, Dr. Vikram Sarabhai Road, Vadodara Ph: , cssamdani@gmail.com Page 1 of 3

4 Resolution: Approval of The Scheme of Amalgamation (Merger By Absorption) for Merger of Swanston Multiplex Cinemas Private limited ("Transferor Company'') with INOX Leisure Limited ("Transferee Company'') and their respective shareholders under sections 230 to 232 and other applicable provisions of The Companies Act, (i) VOTED IN FAVOUR OF RESOLUTION Number of Secured Creditors Value of votes cast by them % of value of valid present and voting (in (Amount in Rupees) (Being votes cast person or proxy) 3 1,263,150, (ii) VOTED AGAINST THE RESOLUTION Number of Secured Creditors Value of votes cast by them % of value of valid present and voting (in (Amount in Rupees) (Being votes cast person or proxy) 0 (iii) INVALID VOTES Total number of Securedcredltors present and Total value of votes cast by them voting (in person or proxy) whose votes were (Amount in Rupees) (Being declared invalid 5. A list of Secured Creditors who have voted "FOR", "AGAINST" and those whose votes were declared invalid in respect of the Resolution is enclosed. 6. The register and all ot her papers relating to poll conducted at the meeting, shall remain in my custody until t he Chairman considers, approves and signs the m inutes and thereafter, I shall hand over the register and other related papers to the company. Thanking you, Yours Faithfully, s.samd ~ Partner Samdam hah & Kabra CP No Vadodara, August 31, 2018 SRSCILL , Ocean, Sarabhai Compound, Near Centre Square Mall, Dr. Vikram Sarabhai Road, Vadodara Ph: , cssamdani@gmail.com Page 2 of 3

5 POLL NAME OF THE SR.NO PAPER ADDRESS SECURED CREDITOR NO Annexure I List of Secured Creditors of INOX Leisure Limited AMOUNT OUTSTANDING IN RUPEES AS ON Axis Bank Limited Race Course Circle, Opp. GEB Circle, 44,400,000 Vadodara HSBC Limited 52/60, Fort, M.G. Road, Mumbai. 918,750, HDFC Bank limited Trade World, A Wing, 2nd Floor, 300,000,000 Kamala Mills, Compound, Senapati Bapat Marg, Lower Parel West Mumbai, MH TOTAL 1,263,150,000 VOTED IN FAVOUR 44,400, ,750, ,000,000 1,263,150,000 VOTED AGAINST VALID/ INVALID SRSCILL , Ocean, Sarabhai Compound, Near Centre Square-Mall, Dr. Vikram Sarabhai Road, Vadodara Ph : , cssamdani@gmail.com Page 3 of 3