GRACE CASTINGS LIMITED Vs. STATE

JUDGEMENT

(1.) THESE two petitions have been filed by the petitioner Grace Castings Limited (hereinafter referred to as "the transferee company") and Rumoni Infosolutions Private Limited (hereinafter referred to as "the transferor company") for sanction of the Scheme of Amalgamation under sections 391 to 394 of the Companies Act, 1956 (hereinafter referred to as "the Act").

(2.) MR . N. K. Pahwa, learned advocate for the petitioner companies invited the attention of the Court to the record of the case to point out that the Board of Directors had passed a resolution approving the Scheme of Amalgamation of the petitioner transferor company with the petitioner transferee company. By an order dated 12th November, 2014 passed by this Court in Company Application No.268 of 2014, this Court had dispensed with the meeting of the equity shareholders in view of the written consents given by them to the proposed scheme. The Court had further noted that since the applicant company was the transferee company, the meeting of the creditors was not required to be held. By an order dated 12th November, 2014 made in Company Application No.269 of 2014, this Court had dispensed with the meeting of the equity shareholders as well as unsecured creditors in view of the consents given by them to the proposed scheme. The Court had also recorded that there were no secured creditors. Thereafter, the petitioner companies have moved these petitions seeking sanction of the Scheme of Amalgamation.

(3.) THE petitions came to be admitted by separate orders dated 24th November, 2014 and the notice came to be issued to the Regional Director, North -Western Region, Ministry of Corporate Affairs. The notice was also issued to the Official Liquidator in the petition filed by the transferor company.