9911796707
TMI Blog2021 (6) TMI 525X X X X Extracts X X X X X X X X Extracts X X X X ..... plicants. 2. This application has been filed by the Applicant Companies, namely, Trishan Metals Private Limited and IFB Industries Limited for obtaining sanction of this Tribunal regarding Scheme of Amalgamation 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 fe ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... Transferee Company; (f) Under a liberalised, fast changing and highly competitive environment this amalgamation shall strengthen the businesses of the Transferor Company and the Transferee Company by pooling up resources for 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 ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... holding pattern of the Transferee Company (which is a listed company) as on 31st December, 2020 filed with the SEBI in terms of Regulation 31 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is annexed as Annexure I of the petition. The 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 nomi ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... oard of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, read with the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2015, SEBI Circular No. CFD/DIL3/CIR/2017121 dated 10th March, 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 Amal ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... istered office on 24th May, 2021 at 4.30 P.M. for the purpose of considering, and if thought fit, approving, with or without modification, the proposed Scheme of Arrangement. g. The quorum of the aforesaid meeting shall be as prescribed under Section 103 of the Companies Act, 2013 and the 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 ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... he documents including a copy of the Scheme and the Statement disclosing necessary details on the Central Government through Regional Director, Eastern Region, Ministry of Corporate Affairs, Kolkata, Registrar of Companies, Kolkata, Income Tax Authorities, Competition Commission of India, Official Liquidator 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 ..... X X X X Extracts X X X X X X X X Extracts X X X X
|
