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2017 (7) TMI 780 - Tri - Companies LawScheme of Amalgamation - amalgamation of Wholly Owned Subsidiary Companies with a Holding Company - Held that:- In the Companies Act, 2013, in fact for amalgamation of Wholly Owned Subsidiary Companies with a Holding Company, the Companies need not approach this Tribunal and they can approach the Regional Director after holding Meetings of shareholders of the respective Companies, as provided under Section 233 of the Companies Act, 2013. But, the Applicant Companies opted to file the Application before this Tribunal obviously invoking sub-section (14) of Section 233. Invoking sub-section (14) of Section 233 means, that the Applicant Companies are submitting to the procedure as laid down in Sections 230 to 232 of the Act. The proposed Scheme, in view of the said provisions, needs approval of the shareholders and creditors of the Applicant Transferee Company and, therefore, this Tribunal is not inclined to dispense with the procedure laid down under Section 230 to 232 of the Companies Act, in case of Transferee Company, Applicant No. 4. The Meeting of Equity Shareholders of Applicant Companies No. 1 to 3 (Transferor Companies), Unsecured Creditors of the Applicant Companies No. 1 to 3 (Transferor Companies), Equity Shareholders of the Applicant No. 4 Transferee Company, Secured Creditors of the Applicant No. 4 Transferee Company, Unsecured Creditors of the Applicant No. 4 Transferee Company is dispensed with. Applicant Transferee Company is required to provide facility of Postal Ballot and E-Voting by the shareholders. Accordingly, voting by equity shareholders of the Applicant Transferee Company to the Scheme shall be carried out through (i) Postal Ballot; (ii) e-Voting; and (iii) electronic voting system or ballot or polling paper at the venue of the meeting to be held on 09.06.2017. All the other rules and procedures related to notice, appointments and conduct of meetings, Voting by Proxy/Authorised Representative need to be adhered to.
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