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TMI Blog2021 (6) TMI 525X X X X Extracts X X X X X X X X Extracts X X X X ..... ion of the abovementioned companies. Copy of the Scheme is annexed as Annexure G of the application. The Transferee Company is a public limited company and its equity shares are listed on the National Stock Exchange, Bombay Stock Exchange and the Calcutta Stock Exchange. 3. The circumstances and/or reasons and/or grounds that have necessitated and/or justified the arrangement are stated in the said Scheme of Amalgamation. They are inter alia, as follows: (a) The Transferor Company is engaged in the business of manufacturing ferrous and non-ferrous metals, ferro alloys, iron and steel, structural steel, stainless steel, carbon steel, alloy steel, and their products such as ingots, billets, sheet metal etc. and the Transferee Company is en ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... common purpose (g) The proposed amalgamation will enable the future business activities to be carried on more conveniently and advantageously with a larger asset base besides achievement of management efficiency, reduction in administrative cost, optimisation of resources, enhanced flexibility in funding of expansion plans, improving profitability and stronger balance sheet of the merged company; (h) Cost savings are expected to flow from more focused operational efforts, rationalisation, standardisation and simplification of business processes, and the elimination of duplication and rationalization of administrative expenses; (i) The proposed amalgamation will reduce management overlaps, as Directors of the Transferor Company are al ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... Company Secretary certified list of shareholders of the Transferor Company and Transferee Company is annexed as Annexure J of the petition. Chartered Accountant certified list of shareholders of the applicant companies were separately filed before the Tribunal on 12th February, 2021. It is also submitted that the Transferor Company is a wholly owned subsidiary of the Transferee Company and all shares are held by the Transferee Company, in its own name and/or in the name of its nominee. The Transferee Company, being the holding company, has consented to the present Scheme as would appear from its consent affidavit. The consent affidavit of shareholder is annexed as Annexure K. In view of the said consent affidavit, the applicants have praye ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... h, 2017, SEBI Circular No. CFD/DIL3/CIR/2018/2 dated 3rd January, 2018, SEBI Notification No. SEBI/HO/CFD/DIL1/CIR/P/2020/249 dated December 22, 2020 and other applicable provisions, if any. 13. We have perused the documents annexed to the application and have heard the submissions made on behalf of the applicants and pass the following orders: a. In view that the shareholder of the Transferor Company has given their consent by affidavit to the proposed Scheme of Amalgamation, the meeting of the shareholder of the Transferor Company is hereby dispensed with. b. A meeting of the equity shareholders of Transferee Company shall be convened via video conferencing or other audio-visual mode of the Transferee Company on 24th May, 2021 at 11. ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... e relevant Rules thereunder. h. In the event no quorum is present within 30 minutes from the commencement of virtual meeting, then in such event the shareholders/the creditors present shall constitute quorum. i. That at least 30 (thirty) clear days before the date of the said meetings an advertisement convening the same and stating that copies of the said Scheme of Arrangement and the Statement containing necessary details required to be filed pursuant to Section 230 of the Companies Act, 2013 read with the Companies (Compromises, Arrangements & Amalgamations) Rules, 2016 is being sent with notice, shall be published once each in the "AAjkal" Bengali newspaper and in "The Business Standard" English newspaper as per requirements of Secti ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ator and Stock Exchange(s) and such other sectoral regulators/authorities, if applicable within 14 days from the date of this order for filing their representation, if any, within 30 days from the date of notice. The notice shall specify that representation, if any should be filed before this Tribunal within 30 days of the date of receipt of the notice with a copy of such representation being sent simultaneously. If no such representation is received by the Tribunal within the said period, it shall be presumed that such authorities have no representation to make on the Scheme of Arrangement. Such notice shall be sent pursuant to Section 230(5) of the Companies Act, 2013 in Form No. CAA.3 of the Companies (Compromises, Arrangements & Amalgam ..... X X X X Extracts X X X X X X X X Extracts X X X X
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