AI OCR 
TaxTMI 
TaxTMI 
TaxTMI 
2017 (4) TMI 1257
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....)/CAA/4/2017, TP(HC)/CAA/5/2017 and TP(HC)/CAA/6/2017 respectively. The Petitioner Companies have prayed for the sanction to the Scheme of Amalgamation (hereinafter referred to as `Scheme'). As per the Scheme, Trinetra Cement Limited (hereinafter referred as 1st Transferor Company') and Trishul Concrete Products Limited (hereinafter referred as 2nd Transferor Company') will get merged with The India Cements Limited (hereinafter referred as `Transferee Company') as going concern. All the three Companies are having their registered offices at Dhun Building, 827, Anna Salai, Chennai- 600002. 2. At the outset, it would be apposite to take stock of the background facts under which the said Scheme of Amalgamation need....
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....ing Appointed and Effective Date. Part- B deals with Amalgamation of companies including transfer of assets, debts & liabilities, conversion of debentures issued by the second transferor company into equity shares, dissolution of transferor companies, etc. Part- C deals with general terms and conditions applicable to the entire scheme including scheme conditional on approval. 4. The learned Counsel for the petitioner companies submits that the Petitioner Companies are engaged in the business of Production, manufacturing, selling and dealing in cement, limestone, ready-mix concrete, bricks, gypsum, asbestos, paints, fixing materials, artificial stones etc. 5. The Counsel for the Petitioner Companies further submits that the....
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....r the procedure prescribed. However, there were no objection to the scheme under reference. 8. The Counsel for the Petitioner Companies also submitted that the draft scheme was filed with the BSE by both the Transferor Company and the Transferee Company as the BSE was chosen by them as the designated stock exchange and the same was forwarded to the SEBI by BSE for its comment. The SEBI vide its letter dated 26.9.2014 addressed to BSE, instructed the Transferee company to delete the "Part-C" dealing with arrangement between Transferee company and its shareholders from the draft scheme. The Transferor company and the Transferee company thereafter vide its letter dated 26.9.2014 addressed to the BSE agreed to the modi....
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....e rejected. He submits that the objections have been filed with the sole objective and motto of making personal gains through unjust means by protracting and denying the scheme. Neither the objectors nor their family members attended the meeting either in person or through proxy to vote against the resolution passed at the meeting convened on the order of the Hon'ble Madras High Court. Also. 93.80% of the non-promoter shareholders voted in favour of the resolution and the percentage of shareholding held by the Objectors and their family members comprised only 0.70% of the total paid up equity share capital of the company. Moreover, the contentions, i.e. `the proposed scheme is nothing but a sham undertaken by the....
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....hand, also the Objectors did not participate in the meeting when the scheme was considered and approved, so to raise any such objection at the court stage is afterthought, and do not merit consideration, because the commercial decisions of the entities cannot be interfered by the court. Therefore, the objections of the objectors stand rejected, being devoid of merits. 13. Further perusal of the scheme shows that the accounting treatment seems to be in conformity with the established accounting standards. In short, there is no apprehension that any creditors would lose or be prejudiced if the proposed scheme is sanctioned. The said Scheme of amalgamation will not cost any additional burd....