IN RE: RIDS SECURITIES LTD. Vs. STATE

JUDGEMENT

(1.) The present Company Petition has been filed by the petitioner Rids Securities Limited (the transferee Company) seeking sanction of a Scheme of Arrangement in the nature of Amalgamation of Tricom Agrochem Limited (the transferor Company) with the petitioner transferee Company. It is submitted that the transferor Company having its registered office in Mumbai has taken out the proceedings in the Bombay High Court by way of Company Petition No. 799/2009 connected with Company Application No. 907/2009 and the Scheme has been sanctioned by the Bombay High Court vide its order dated 29-1-2010.

(2.) It has been submitted that vide order dated 31-7-2009 in Company Application No. 286/2009 (Annexure F to the petition at pages 62 to 69), meeting of the equity shareholders of the petitioner Company was directed to be convened and accordingly, the meeting of the equity shareholders of the petitioner transferee Company was convened on 10-9-2009 as directed by this Court and it is reported that the Scheme has been unanimously approved at the said meeting. The Chairman's report along with the affidavit dated 14-9-2009, reporting that in the meeting convened on 10-9-2009, the equity shareholders of the transferee Company have unanimously approved the proposed Scheme of Amalgamation, is placed on record at Annexure G to the petition. It is further submitted that there are no secured or unsecured loan creditors of the petitioner transferee Company.

(3.) The petition was admitted on vide order dated 25-9-2009. The public notice for the same were duly advertised in the newspapers, 'The Indian Express 'English daily, and 'Divya Bhaskar 'Gujarat daily both Ahmedabad Editions dated 7-10-2009 and the publication in the Government gazette was dispensed with. Affidavit dated 3-11-2009 confirms the same (annexed at page 79). No one has come forward with any objections to the said petitions even after the publication. The same has been further confirmed by the additional affidavit dated 5-3-2010.