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TMI Blog2017 (10) TMI 759X X X X Extracts X X X X X X X X Extracts X X X X ..... galities in the matter of valuation are highlighted. The Appellants, having failed to show any such illegality in the valuation made by the Valuer, on mere allegation it cannot be interfered with. From the record, we find that ‘Surplus Assets’ of ‘Trinetra Cement Limited’ have not been valued separately because the Company has to be-treated as ‘going concern’. It was in this premises, the valuation of both Trinetra Cement Limited’ and The India Cements Limited’- the ‘Net Asset Value method was not used. ‘Trinetra Cement Limited’ and ‘The India Cements Limited’, both have power plants, mining leases etc. which are their business assets - adding the market value of business assets of the enterprise value would be grossly erroneous as the v ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... Transferor No. 1 Company) and Trishul Concrete Products Limited (hereinafter referred to as 2nd Respondent-Transferor No. 2 Company) with The India Cements Limited (hereinafter referred to as 3rd Respondent-Transferee Company) was filed before the Hon ble High Court of Madras, which after first motion stood transferred to the Tribunal, Chennai Bench, at the stage of second motion. 3. The Appellants who claimed to be minority shareholders to the extent of 2.37% of total shareholding in the 1st Respondent-Transferor No. 1 Company (Trinetra Cement Limited) filed objections under Rule 34 of the Companies (Court) Rules, 1959 challenging the valuation arrived at by the Valuer on the ground that it was unfair and nontransparent. 4. The ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... st December, 2013 relied on and referred to by 1st Respondent-(Transferor No. 1 Company) was not on record. 8. According to the Appellants, the Tribunal also failed, to consider that there are surplus land of 1st Respondent-(Transferor No. 1 Company -Trinetra Cement Limited). An allegation has also been made that the market deal of barring private equity was not considered by Tribunal and the document i.e. balance sheet. as on 31st December, 2013 has not been placed on record despite the fact that the same was relied on by the Respondents in their affidavit. 9. Per contra, according to the 1st and 2nd Respondents - (Transferors Nos. 1 and 3 Companies- Trinetra Cement Limited and The India Cements Limited , respectively, the objec ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ighlighted, to suggest that out of 126 equity shareholders, 124 voted in favour and two abstained from the meeting. Similarly, in the postal ballot/e-voting by nonpromoters/ public shareholders, 93.8% voted in favour of the merger. 12. We have heard the learned counsel for the parties and perused the record. 13. We do not agree with the submission made on behalf of the Appellants that the multiple steps for the Scheme taken on a single day (26th February, 2014 herein) will render the reports invalid. Validity of one or other report can be looked into if specific illegality is brought to the notice of the Hon ble High Court/Tribunal. 14. It was brought to the notice of the Tribunal that the Valuer started the valuation exercis ..... X X X X Extracts X X X X X X X X Extracts X X X X
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