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TMI Blog2017 (6) TMI 788X X X X Extracts X X X X X X X X Extracts X X X X ..... hunjhunwala, 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) Rules, 2016 in relation to the Scheme of Amalgamation proposed between the VISA BAO LIMITED (the Transferor Company ) and VISA STEEL LIMITED (the Transferee Company ). The aforesaid Scheme is also annexed as Annexure E to the application. The applicant Nos. 1 and 2 have paid up share capital of ₹ 91,00,00,000/- and ₹ 1,10,00,00,000/- respectively. The Transferee Company, i.e., VISA STEEL LIMITED is a listed company on NSE and BSE. The Transferor Company, i.e., VISA BAO LIMITED is a 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 a ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... he proposed Scheme of Amalgamation of the Transferor Company with the Transferee Company. The meeting of the Unsecured Creditors of VISA STEEL LIMITED, the Transferee Company shall be convened and held at Visa House , 11 Ekamra kanan, Nayapalli, Bhubaneswar - 751 015, Odisha on 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 modification, the proposed Scheme of Amalgamation of the Transferor Company with the Transferee Company; The meeting of the Unsecured Creditors of VISA BAO LIMITED, the Transferor Company shall be convened and held at 11 Ekamra kanan, Nayapalli, Bhubaneswar - 751 015, Odisha on 30/6/2017 at 3.00 p.m. for the purpose of considering, and if thought fit approving, with or without modification, the proposed Scheme ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 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 polling paper at the venue of the meeting of the equity shareholders of the Transferee Company to be held on 30/06/2017. At least 30 (thirty) clear days before the aforesaid date of the said meetings, an advertisement about convening of the meetings indicating the place, day, date and times, as aforesaid, shall be published in 'The Times of India' the English daily and 'The Samaja', the Odiya daily. The publication shall indicate the time within which copies of the Scheme shall be made 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 ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... Exchange Board of India, Bombay Stock Exchange Limited and the National Stock Exchange of India Limited and such other relevant 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 post within 10 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 to the applicants and/or their advocates. 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 Amalgamation. Voting of the meeting ..... X X X X Extracts X X X X X X X X Extracts X X X X
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