BILT PAPER HOLDINGS LIMITD, Vs. AVANTHA HOLDINGS LIMITED

JUDGEMENT

(1.) THIS second motion under Sections 391 -394 of the Companies Act, 1956 (Act, for short) has been filed for sanction/approval of the scheme of amalgamation, enclosed as Annexure A to this petition, amongst Bilt Paper Holdings Limited, Solaris Holdings Limited, KCT Papers Limited (hereinafter referred to as the Amalgamating Company Nos. 1 to 3 respectively) and Avantha Holdings Limited (hereinafter referred to as the Amalgamated company).

(2.) THE four petitioner companies had earlier filed Company Application (M) No. 111/2010, which was disposed of vide order dated 4th June, 2010 directing that meeting of the equity shareholders, secured and unsecured creditors of Amalgamating Company No. 1, secured creditors of Amalgamating Company No. 2 and equity shareholders of Amalgamating Company No. 3 should be held. By the said order, the Court dispensed with the requirement to convene and hold meeting of the equity shareholders, preference shareholders and unsecured creditors of Amalgamating Company No. 2, secured and unsecured creditors of Amalgamating Company No. 3 and equity shareholders, preference shareholders and secured and unsecured creditors of the Amalgamated Company.

(3.) EQUITY shareholders representing 96.44% of the subscribed paid up equity capital of Amalgamating Company No. 1 have approved the scheme. No negative votes were cast by the equity shareholders, who were present and have voted. Two secured creditors of the Amalgamating Company No. 1 representing 100% of the secured debt have voted in favour of the scheme. Out of five unsecured creditors of the Amalgamating Company No. 1, four unsecured creditors attended the meeting and have unanimously voted in favour of the scheme. They represent 93% of the unsecured debt of the Amalgamating Company No. 1 in value terms.