K. Anantha Padmanabha Swamy, Member - (1.) Under consideration are four Company Petitions which have been transferred from the Hon'ble High Court of Madras to this Tribunal pursuant to the Companies (Transfer of proceedings) Rules, 2016 and renumbered as TP(HC)/CAA/12 & 13 & 14 & 15/CAA/2017. The Petitioner Companies have prayed for the sanction to the Scheme of Amalgamation (hereinafter referred to as 'Scheme') by virtue of which M/s. OCL India Limited (hereinafter referred as 'Transferor Company 1'), M/s. Dalmia Cement East Limited ('Transferor Company 2'), M/s. Sri Rangam Securities & Holdings Limited ('Transferor Company 3') and M/s. Dalmia Bharat Cements Holdings Ltd. ('Transferor Company 4') are proposed to be amalgamated with M/s. Odisha Cement Limited (hereinafter referred as 'Transferee Company') having registered office at Dalmiapuram, Lalgudi Taluk, Dalmiapuram, Tamil Nadu-621651 as a going concern. Apart from the Transferor Company No. 1, all the companies are within the jurisdiction of RoC, Chennai. Since all companies pertain to the same scheme of amalgamation, I take them together to pass a common final order.
(2.) The Share Capital of the Companies as on 31st March, 2016 are as under:
(3.) At the outset, it is necessary to know the details of the scheme which needs determination. The Transferor Companies 2, 3 & 4 and the Transferee Company are Public Unlisted Companies whereas the Transferor Company 1 is a Public Listed Company. The Board of Directors of the Transferor Companies and the Transferee Company in their board resolutions dated 28th March 2016 have approved the said Scheme of Amalgamation. All the orders passed by the Hon'ble Madras High Court in different company Applications in relation to the meetings of the equity shareholders, secured creditors and unsecured creditors of the Applicant companies were complied with.;