TaxTMI 
TaxTMI 
2017 (6) TMI 788
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.... 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 Rs. 91,00,00,000/- and Rs. 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. ....
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....sent to the Scheme in the minutes of the consortium meeting dated 5/9/2014 as circulated by the Punjab National Bank vide its letter dated 5/1/2015, which would be evident from Annexure - N to the application. It is also stated that State Bank of India is a common secured creditors 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 STE....
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....ith the Transferee Company. The quorum for the 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 Equity Shareholders of the Transferor Company shall be five persons present either in person or by proxy in accordance with section 103 of the Companies Act, 2013; d The quorum for meeting ....
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....ee 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 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 sha....
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.... In addition, postal ballot forms along with instructions for voting will also be sent to the equity shareholders of the Transferee Company. The aforesaid notice and other documents shall also be placed on the website of the Transferee Company, if any, and the same shall be sent to Securities and Exchange Board of India, BSE and NSE. In addition, at least 30 (thirty) days before the aforesaid date of meetings of the unsecured creditors of the Transferee Company and Transferor Company to be held as aforesaid, a notice convening the meetings in Form C.A.A.2 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 Sec....
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....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 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. ....