2010 (11) TMI 1137

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....hich has been enclosed as Annexure A. 2. The Transferor Company and the Transferee Company had earlier filed Co.A.(M) No. 58/2010 which was disposed of on 19th April, 2010. Transferor Company is a wholly owned subsidiary of the Transferee Company. In view of the no objection certificates/consent letters, the Court dispensed with the need and requirement to convene and hold meetings of the shareholders of the Transferor Company and the Transferee Company. It may be noted that the Transferor Company does not have secured and unsecured creditors and therefore meeting of the secured and unsecured creditors of the Transferor Company was not required to be held. However, meetings of the secured and unsecured creditors of the Transferee Company....

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....resent and voting after meeting is reconvened would constitute the requisite coram. Six secured creditors to whom Rs. 2,52,45,41,861/- was payable and representing approximately 4% of the amount due and payable to the secured creditors in value terms value were present. The six secured creditors present have voted in favour of the proposed Scheme of Amalgamation. No negative vote was cast. 6. After filing of the present petition, notices were directed to be issued to the Regional Director (NR) and the Official Liquidator. Notices were also directed to be published in the newspaper 'Statesman' (English) and 'Jansatta' (Hindi). The petitioner companies have filed affidavit enclosing therewith newspaper clippings of the publications in the ....

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....March, 2009, the said company had cash and bank balance of Rs. 112,586,498/-. Its current liabilities as on 31st March, 2009 were only Rs. 4,96,875/-. The Transferor Company had reserve and surplus of Rs. 1,70,22,343/- as on 31st March, 2009. Keeping in view the aforesaid facts, I do not think that amalgamation of the Transferor Company with the Transferee Company is going to adversely affect the interest of the secured creditors of the Transferee Company. The charge in favour of the secured creditors of the Transferee Company will continue and remain unaffected. 8. Official Liquidator in his response/reply has stated that the Official Liquidator has not received any complaint against the proposed scheme of amalgamation by any person/par....