(1.) Under consideration are three company petitions numbered C.P. Nos. 169, 170 and 171 of 2015, which have been transferred from the hon'ble Madras High Court to this Tribunal and renumbered as T.P. No. (HC)/CAA/4/2017, T.P. No. (HC)/CAA/5/2017 and T.P. No. (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 Ltd. (hereinafter referred as the "first transferor company") and Trishul Concrete Products Ltd. (hereinafter referred as the "second transferor company") will get merged with India Cements Ltd. (hereinafter referred as the "transferee company") as going concern. All the three companies are having their registered offices at Dhun Building, 827, Anna Salai, Chennai-600002. At the outset, it would be apposite to take stock of the background facts under which the said scheme of amalgamation needs determination. All the statutory requirements under law have been fulfilled by the petitioner-companies and the hon'ble High Court vide order dated February 2, 2015 in C.A. No. 95 of 2015 directed to hold the meeting of equity shareholders of the first transferor company, and in C.A. Nos. 96 of 2014 and 97 of 2015, dispensed with the convening and conducting the meeting of the preference shareholders holding 9 per cent non-convertible cumulative redeemable preference shares and 9 per cent non-convertible non-cumulative redeemable preference shares of the first transferor company. In C.A. Nos. 98 and 99 of 2015, the hon'ble High Court vide order dated February 2, 2015 dispensed with convening and conducting the meeting of equity shareholders and debenture holders holding zero per cent unsecured convertible debentures of the second transferor company. The hon'ble High Court vide order dated February 2, 2015 in C.A. No. 93 of 2015 directed to convene the meeting of equity shareholders of the transferee company. Pursuant to the orders of the hon'ble High Court, the petitioner-companies issued notices to the equity shareholders and other stakeholders and made publications in two newspapers. Accordingly, the petitioner-companies complied with all the directions given by the hon'ble High Court.
(2.) Before we proceed further, inter alia, it is necessary to know the salient features of the said scheme of amalgamation which are summarised as follows:
(3.) 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.