MANGROVE (INDIA) HOUSEHOLD PRIVATE LIMITED AND MANGROVE INTERNATIONAL PRIVATE LIMITED Vs. MIRACLE LEASING AND FINANCE LIMITED

JUDGEMENT

(1.) This joint application under Sections 391 to 394 of the Companies Act, 1956 (Act, for short) has been filed by Mangrove (India) Household Private Limited and Mangrove International Private Limited (hereinafter referred to as the Transferor Company Nos. 1 and 2 respectively) and Miracle Leasing and Finance Limited (hereinafter referred to as the Transferee Company) in respect of scheme of amalgamation, which has been enclosed as Annexure-P-29 to the application.

(2.) Along with the application, the two transferor companies and the transferee company have enclosed copy of their Memorandum and Articles of Association and their audited balance sheets as on 31st March, 2009 and 31st March, 2010. They have also enclosed copy of the Resolutions passed by the Board of Directors of the two transferor companies and the transferee company approving the proposed scheme of amalgamation. In the application, details with regard to date of incorporation, authorized, subscribed and paid up share capital of the two transferor companies and the transferee company have been stated. It is stated in the application that no proceedings under Sections 235 to 251 of the Act are pending against the two transferor companies and the transferee company.

(3.) The transferor company No. 1 is a wholly owned subsidiary of the transferee company. However, one share of the transferor company No. 1 is held by Mr. Birendra Kumar, who is nominee of the transferee company. Along with the application, consent/no objection certificates issued by the shareholders of the transferor company No. 1 have been enclosed with affidavit of a Director of the transferor company No. 1. In view of the no objection certificates/consent given by the shareholders of the transferor company No. 1 to the proposed scheme of amalgamation, need and requirement to convene and hold meeting of the shareholders of the transferor company No. 1 is dispensed with. The transferor company No. 1 does not have any secured creditor as per certificate of the auditor enclosed as Annexure P-11. Therefore, there is no need to convene and hold meeting of the secured creditors of the transferor company No. 1.