TaxTMI 
TaxTMI 
2021 (6) TMI 525
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....eme of Amalgamation. They are inter alia, as follows: (a) The Transferor Company is engaged in the business of manufacturing ferrous and non-ferrous metals, ferro alloys, iron and steel, structural steel, stainless steel, carbon steel, alloy steel, and their products such as ingots, billets, sheet metal etc. and the Transferee Company is engaged in the business of manufacturing of tools, components, stamping, precision equipments and consumer durables etc. Finished product of transferor company is utilized by the Transferee Company as its raw material for manufacturing various fine blanking components. The proposed amalgamation is a backward integration for the Transferee Company. The Transferor Company is a wholly owned subsidiary of the Transferee Company. (b) The proposed amalgamation will lead to mitigating the supply chain risks of the Transferee Company and also higher growth of the Transferee Company; (c) The proposed amalgamation will rationalize the management structure, enhance customer reach, reduce overhead costs and ultimately lead to increased top line and bottom line for the merged entity; (d) The proposed amalgamation will help th....
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....n 31st March, 2020 is as follows: 7. Applicants submitted that the Board of Directors of the applicant companies have, at their respective Board Meetings by a resolution passed unanimously approved the said Scheme of Amalgamation which are Annexure H annexed to the petition. 8. It is submitted that shareholding 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 nominee. The Transferee Company, being the holding company, has consented to the present Scheme as would appear from its consent affidavit. The....
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.... A.M. for the purpose of considering, and if thought fit, approving, with or without modification, the proposed Scheme of Arrangement. c. A meeting of the secured creditors of the Transferor Company shall be convened via video conferencing or other audio-visual mode on 24th May, 2021 at 1.30 P.M. for the purpose of considering, and if thought fit, approving, with or without modification, the proposed Scheme of Arrangement. d. A meeting of the unsecured creditors of the Transferor Company shall be convened via video conferencing or other audio-visual mode on 24th May, 2021 at 2.30 P.M. for the purpose of considering, and if thought fit, approving, with or without modification, the proposed Scheme of Arrangement. e. A meeting of the secured creditors of the Transferee Company shall be convened via video conferencing or other audio-visual mode and held at its registered office on 24th May, 2021 at 3.30 P.M. for the purpose of considering, and if thought fit, approving, with or without modification, the proposed Scheme of Arrangement. f. A meeting of the unsecured creditors of the Transferee Company shall be convened via video conferencing or other a....
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....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 received by the Tribunal within the said period, it shall be presumed that such authorities have no representation to make on the Scheme of Arrangement. Such notice shall be sent pursuant to Section 230(5) of the Companies Act, 2013 in Form No. CAA.3 of the Companies (Compromises, Arrangements & Amalgamations) Rules, 2016 with necessary variations incorporating the directions therein by e-mail or speed post or by personal messenger. l. Presence of shareholders and secured and unsecured creditors are permitted to be recorded by t....