IN RE: STEERLIFE INDIA PRIVATE LIMITED Vs. STATE

JUDGEMENT

(1.) HEARD Sri. Saji P. John, learned counsel appearing for applicants. Perused the applications and enclosures thereto.

(2.) APPLICANT in C.A. 1068/2015 is the Resulting company and applicants in C.A. 1069/2015 and C.A. 1070/2015 are 1st transferor company and 2nd transferor companies who have sought for dispensation of meetings of shareholders and creditors of the company for approving the Scheme of Amalgamation and arrangement as per Annexure -J. Records would indicate that Board of Directors of the company have approved and adopted the scheme of amalgamation at their respective board meetings held on 03.10.2015 vide Annexure -H to the respective applications.

(3.) 1st transferor company came to be incorporated on 15.11.1984 in the State of Karnataka and is carrying on the business of manufacturing of peripherals for machine tools industries etc., as morefully described in the Memorandum and Articles of Association, Annexure -A and its registered office is located at the address indicated in the cause title of the application i.e., C.A. 1069/2015. Authorised signatory of said company has also stated in paragraph 4 of the affidavit that authorised, issued, subscribed and paid up share capital of 1st transferor company is as indicated therein. Averments made in paragraph 18 of the said affidavit would also indicate that there is only one equity share holder and certificate issued by Chartered Accountant dated 06.10.2015 Annexure -K series would also evidence that there is only one equity shareholder and said equity shareholder has given its consent to the scheme of amalgamation and arrangement. Certificate of Chartered Accountant dated 06.10.2015 Annexure -L would indicate that there are no secured creditors and one unsecured creditor has given consent letter for scheme of amalgamation and arrangement.