IN RE: SHREE RENUKA ENERGY LTD. Vs. STATE

JUDGEMENT

(1.) The present petition is filed seeking the sanction of a Scheme of Amalgamation with M/s. Ravindra Energy Limited (hereinafter referred to as the transferee company), having its registered office at Mumbai. The petitioner is said to have been incorporated in the year 2008, under the Companies Act, 1956, in the State of Karnataka. It is engaged in the business of generation of electric power and the registered office of the petitioner is situated at Belgaum, Karnataka. The authorized share capital of the petitioner-company is Rs. 1,50,00,00,000/- (Rupees One hundred and fifty Crores only) divided into 15,00,00,000 equity shares of Rs. 10/- each and the issued and subscribed share capital of the transferor company is Rs. 1,21,47,60,000/- (Rupees One Hundred and Twenty One Crores Forty Seven Lakhs Sixty Thousand only) divided into 12,14,76,000 equity shares of Rs. 10 each. The paid-up share capital of the transferor company is Rs. 1,12,89,90,000/- (Rupees One hundred and twelve crores Eight Nine Lacks Ninety Thousand only).

(2.) The transferee company was incorporated in the year 1980, in the name of "Ravindra Trading and Agencies Limited", in the State of Maharashtra. Pursuant to a resolution in terms of Section 21 of the Companies Act, 1956, the name of the transferee company was changed from "Ravindra Trading and Agencies Limited", to "Ravindra Energy Limited", and a fresh certificate of incorporation of the year 2010 was issued. The transferee company is engaged in the business of generating electric power apart from other allied activity. The Board of Directors of the petitioner-company and the transferee company have decided to formulate the Scheme of Amalgamation by which the petitioner-company will be amalgamated with the transferee company resulting in consolidation of the business as one entity and this would be in the best interest of both.

(3.) By an order of this court made in C.A. 79/13 dated 11/1/2013, this court had directed convening of the meeting of the shareholders of the petitioner-company. In the said order, dispensing with the meetings of secured and unsecured creditors of the petitioner-company, was inadvertently overlooked, and therefore by a further order dated 8/2/2013, the meetings of the secured and unsecured creditors, was dispensed with. By the very order dated 11/1/2013, it was directed that the petitioner-company convene meeting of the shareholders under the Chairmanship of Mrs. Vidya Murkumbi, Chairperson of the petitioner-company, and she was directed to file her report. Accordingly, the Chairman's report, reporting the result of the meeting held on 28/2/2013, was filed on 11/3/2013. The shareholders have passed a resolution approving the Scheme of Amalgamation.