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2017 (6) TMI 788 - NATIONAL COMPANY LAW TRIBUNAL KOLKATA

2017 (6) TMI 788 - NATIONAL COMPANY LAW TRIBUNAL, KOLKATA - TMI - Scheme of Amalgamation - Held that:- Scheme allowed. All the meetings connected with the scheme of equity shareholders, secured and unsecured shareholders of both the companies should be adhered to. - In view of Sections 230(4) and 232(1) of the Companies Act, 2013 read with Rules 5 and 6 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 and Rules 20 and 22 of the Companies (Management and Administrati .....

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- 11-5-2017 - Shri Vijai Pratap Singh, And Shri S. Vijayaraghavan, JJ. For The Applicant : Ratnanko Banerji, Senior Advocate, Ms. Manju Bhuteria, And Ms. Nikita Jhunjhunwala, Advocates ORDER Vijai Pratap Singh, Judicial Member (J) This is an application filed by the applicants namely VISA BAO LIMITED (the Transferor Company ) and VISA STEEL LIMITED (the Transferee Company ) under Sections 230 and 232 of the Companies Act, 2013 read with the Companies (Compromises, Arrangements and Amalgamations) .....

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subsidiary of VISA STEEL LIMITED. As regards the proposed Scheme, NSE and BSE have sent their observation letters dated 6/4/2016 and 7/4/2016 respectively to Visa Steel Ltd. being Annexure H-2 and Annexure H-1 to the application. We have perused the application and have also heard the submissions made on behalf of the applicants and after considering the same we pass the following order:- The applicants had filed an application being COPET No. 24 of 2016 before the Hon'ble High Court at Oris .....

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ntary affidavit affirmed on 01/04/2017, to withdraw COPET NO. 24 of 2016 pending before High Court at Orissa, Cuttack, as and when the same is taken up for hearing. The secured creditors of VISA STEEL LIMITED aggregating to 97.9% have given their consent in the CDR EG meeting held on 30/12/2014 which would be evident from the copy of the CDR Approval letter dated 31/12/2014, which is annexed to the application, being Annexure - P to the application. In view of the above, the meeting of the secur .....

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rs of VISA BAO LIMITED as well as VISA STEEL LTD. and was part of the Corporate Debt Restructuring Cell who proposed and approved the Scheme of Amalgamation. It is further stated that Daimler Financial Services India Private Limited has also given its consent vide its letter dated 29/03/2017. In view of the above, the meeting of the secured creditors of VISA BAO LIMITED, the transferor company, is dispensed with. The meeting of the equity shareholders of VISA STEEL LIMITED the Transferee Company .....

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n 30/06/2017 at 1.00 p.m. for the purpose of considering, and if thought fit approving, with or without modification, the proposed Scheme of Amalgamation of the Transferor Company with the Transferee Company. The meeting of the Equity Shareholders of VISA BAO LIMITED, the Transferor Company shall be convened and held at Visa House , 11 Ekamra kanan, Nayapalli, Bhubaneswar - 751 015, Odisha on 30/06/2017 at 2.00 p.m. for the purpose of considering, and if thought fit approving, with or without mo .....

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e meetings as aforesaid will be as under: a The quorum for meeting of the equity shareholders of the Transferee Company shall be thirty members persons present either in person or by proxy in accordance with section 103 of the Companies Act, 2013; b The quorum for meeting of the Unsecured Creditors of the Transferee Company shall be one-third in number of the unsecured creditors present either in person or by proxy and more than 25% in value of the unsecured debt. c The quorum for meeting of the .....

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urned by half an hour and thereafter the persons present and voting shall be deemed to constitute the quorum. For the purpose of computing the quorum the valid proxies shall also be considered, if the proxy in the prescribed form duly signed by the person entitled to attend and vote at the meeting is filed with the registered office of the applicants or their Advocate on Record at least 48 hours before the meetings. Ms. Shreya Choudhary, Advocate (Mobile No. 9836543806) is appointed as the Chair .....

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th Rules 5 and 6 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 and Rules 20 and 22 of the Companies (Management and Administration) Rules, 2014, the Transferee Company, VISA STEEL LIMITED is required to provide the facility of postal ballot and e-voting to its shareholders. Accordingly, voting by equity shareholders of the Transferee Company to the scheme shall be carried out through (i) postal ballot and e-voting; and (ii) electronic voting system or ballot or polli .....

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e available to the concerned persons free of charge from the registered office of the applicant companies. The publication shall also indicate that the Statement containing necessary details required to be furnished pursuant to Section 102 read with Sections 230 to 232 of the Companies Act, 2013 and the prescribed form of proxy can be obtained free of charge at the registered office of the concerned Applicant company/companies or at the office of its Advocates M/s. Khaitan & Co, Emerald Hous .....

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ement required to be furnished pursuant to Section 102 of the Act read with Sections 230 to 232 of the Act and Rule 6 of Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 and the prescribed form of proxy shall be sent to each of the equity shareholders of the applicant companies at their respective registered or last known addresses either by registered post or speed post/Airmail or through courier or through e-mail. In addition, postal ballot forms along with instructions for .....

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indicating the day, date, place and times as aforesaid together with a copy of the Scheme, copy of statement required to be furnished pursuant to Section 102 of the Act read with Sections 230 to 232 of the Act and Rule 6 of Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 and the prescribed form of proxy shall be sent to each of the unsecured creditors of the Transferee Company and the Transferor Company at their respective registered or last known addresses either by register .....

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levant sectoral regulators/authorities, who may have significant bearing on the operation of the applicant companies along with copies of required documents and disclosures required under the provisions of Section 230(5) of the Companies Act, 2013 in Form No. CAA.3 of the Companies (Compromises, Arrangements & Amalgamation) Rules, 2016 with necessary variations incorporating the directions therein, by sending the same by hand delivery through special messenger or by registered post or speed .....

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no representation to make on the Scheme of Amalgamation. Voting of the meetings shall be allowed on the proposed Scheme by voting in person or by proxy. In addition, for meeting of equity shareholders of the Transferee Company, voting through postal ballot or through electronic means as per the Rules will also be allowed which shall be in accordance with the procedure recommended by the relevant depository for such e-voting. The Chairperson shall be responsible to report the results of the meet .....

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