Vijay Pratap Singh, Member - (1.) This is an application filed by the applicants namely VISA BAO LIMITED (the "Transferor Company") and VISA STEEL LIMITED (the "Transferee Company") under Sections 230 and 232 of the Companies Act, 2013 read with the Companies (Compromises, Arrangements 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.
(2.) 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 06/04/2016 and 07/04/2016 respectively to Visa Steel Ltd. being Annexure H-2 and Annexure H-l to the application.
(3.) We have perused the application and have also heard the submissions made on behalf of the applicants and after considering the same we pass the following order:- "The applicants had filed an application being COPET No. 24 of 2016 before the Hon'ble High Court at Orissa, Cuttack prior to December 2016. During pendency of the said application a notification dated 7 December 2016 was issued by the Ministry of Corporate Affairs being Companies (Transfer of Pending Proceedings) Rules, 2016 to be effective from 15 December 2016. In view of the aforesaid, the said COPET No. 24 of 2016 has to be transferred. However, as the transfer would take time and in view of the urgency, the applicants have filed the instant application and have undertaken, vide their supplementary affidavit affirmed on 01/04/2017, to withdraw COPET NO.24 of 2016 pending before High Court at Orissa, Cuttack, as and when the same is taken up for hearing.";