2017 (10) TMI 759

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.... Law Tribunal, Division Bench, Chennai (hereinafter referred to as 'Tribunal') in T.P. (HC)/CAA/ 4/2017, TP (HC)/CAA/5/2017 and TP(HC)/CAA/6/2017, whereby and whereunder the modification of scheme of amalgamation, as sought for by the Appellants has been rejected and the 'Scheme of Amalgamation' has been approved with direction to Transferor Companies and Transferee Company (1st & 2nd Respondents and 3rd Respondent) to move before the Registrar of Companies ('ROC' for short) as per law with further direction to the ROC to prepare the order of sanction of the Scheme in the format prescribed under the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016. 2. A Scheme of Arrangement for Amalgamation (hereinafter referred to as....

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....pellants submitted that the Tribunal failed to appreciate that the Valuer cannot work in tandem with the Merchant Banker providing fairness report of valuation. Both the Valuer and Merchant Banker were required to work independently to ensure transparency. 7. Further, according to the Appellants, the capital advance of approximately Rs. 500 Crores was not considered. A sum of Rs. 969 Crores was deducted from the EV out of the total debt of Rs. 1317 Crores as on 31st December, 2013, as was claimed by the Pt Respondent- Transferor No. 1 Company (Trinetra Cement Limited). According to the Appellants, this figure has been arrived at without any explanation. Further according to appellants, the Scheme in absence of fundamental documents canno....

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....uch objection. According to the Respondents, after the approval of Scheme of merger, the shareholding of the Appellants has increased five-fold from 0.4% to 2.37%, which corroborates that their so-called grievance is malafide and for other extraneous purposes. 10. Learned senior counsel appearing on behalf of the 1st and 3rd Respondents-Transferors Nos. 1 and 3 Companies while submitted that no objections were raised by the shareholders of 'Trinetra Cement Limited', it was submitted that belated objections of the Appellants could not have been taken into consideration after more than two years, as the decision was taken on 25th March, 2013 and as the scheme became effective on 28th April, 2017. 11. The results of the vote at the court....