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Judgment
Vipin Sanghi, J.
1 This is a joint application by applicants Nishraj Traders Pvt. Ltd. Applicant No. 1/Transferor Company, Madhu Viniyog Pvt. Ltd Applicant No. 2 Transferee Company, u/s 391 to 394 of the Companies Act, 1956 (hereinafter referred to as the Act) seeking dispensation of meetings of equity shareholders, secured and unsecured creditors of both the applicant companies, which are otherwise required for considering the scheme of amalgamation.
The registered office of both transferor and the transferee companies are situated at 7th floor, Kanchenjunga , 18, Barakhamba Road , New Delhi,110001 that is, within the jurisdiction of this Court.
The Board of Directors of each of the applicant companies have passed resolutions on 6th December, 2007, approving the scheme of amalgamation of the transferor company with the transferee company, copies of which have been filed.
Both Transferor company and Transferee company have filed their respective Memorandum and Articles of Association along with the application. The audited balance sheets of the applicant companies as on 31.03.2007 have been filed on record.
The applicants companies also filed scheme of amalgamation and salient features of the amalgamation have been incorporated and detailed in the application.
The applicants have stated that no proceedings under Sections 235 to 251 of the Act are pending against Transferor and Transferee company.
The share exchange ratio of the applicant companies is stated to have been fixed on a fair and reasonable basis on the basis of the valuation report of the chartered accountants, a copy of which has been filed for record.
The transferor company was incorporated on 29.08.1994. Its authorised share capital is Rs. 1,60,00,000/-, divided into 16,00,000 equity shares of Rs. 10/-each. The issued, subscribed and paid up share capital of the applicant transferor company is Rs. 1,59,57,000/-divided into 15,95,700 equity shares of Rs. 10/- each.
The transferor company has four equity shareholders who have consented to the scheme of amalgamation and same has been filed. Consequently, the meeting of the shareholders of the Transferor company to consider the scheme of amalgamation is dispensed with.
The Transferee company was incorporated on 29.03.1996. Its authorised share capital is Rs. 25,00,000/-divided into 2,50,000 equity shares of Re.10 each . Its issued subscribed and paid up share capital is Rs. 1,05,000/-divided into 10,500 equity shares of Re.10 each .
The transferee company has 2 equity shareholders whose consents to the scheme of amalgamation have been filed. Consequently, the meeting of the equity shareholders of the Transferee Company to consider the scheme of amalgamation is dispensed with.
Both Transferor and Transferee company have 1 unsecured creditor each. The sole unsecured creditors of both the applicant companies have given their consent in writing to the scheme of amalgamation, which have been filed for record. Since the consent to the scheme of amalgamation has been filed on behalf of the respective unsecured creditors of both the applicant companies, therefore, it is just and appropriate to dispense with convening the meeting of the unsecured creditors of the applicant companies to consider the scheme of amalgamation.
Both companies do not have any secured credit Ors.
Publication of citation for equity shareholders and unsecured creditors of the applicant companies is also dispensed with.
The application is disposed of in terms of the above order.