RESINOVA CHEMIE LIMITED Vs. STATE

JUDGEMENT

(1.) These petitions have been filed by the two Petitioner Companies for the sanctioning of the Scheme of Amalgamation of Resinova Chemie Limited (Transferor Company) with Advanced Adhesives Limited (Transferee Company).

(2.) The Petitioner of Company Petition No. 414 of 2015, i.e., Resinova Chemie Limited, had filed an application in this Court, being Company Application No. 365 of 2015, for dispensing with the convening and holding of the meetings of the Equity Shareholders and the Creditors (whether secured or unsecured) of the said Company. This Court, vide its order dated 27.11.2015, inter alia, dispensed with the convening and holding of the meeting of the Equity Shareholders of the said company, in view of the consent affidavits to the Scheme received from all the Equity Shareholders. This Court, vide its aforesaid order dated 27.11.2015, also dispensed with the meeting of the Creditors (whether secured or unsecured) of the said company.

(3.) The Petitioner of Company Petition No. 415 of 2015, i.e., Advanced Adhesives Limited, had filed an application in this Court being Company Application No. 366 of 2015, for dispensing with the convening and holding of the meetings of the Equity Shareholders and Creditors of the said Company. It was also prayed that this Court be pleased to dispense with the separate procedure to be followed under the provisions of the Companies Act, 1956, for the purpose of reduction of Securities Premium Account as the same forms an integral part of the Scheme itself. This Court, vide its order dated 27.11.2015, inter alia, dispensed with the convening and holding of the meeting of the Equity Shareholders of the said company, in view of the consent affidavits to the Scheme received from all the Equity Shareholders. This Court, vide its aforesaid order dated 27.11.2015, also dispensed with the meetings of the Creditors of the said company. By the aforesaid order, this Court further held that no separate procedure is required to be followed for the reduction of the Securities Premium Account, as the same is a part and parcel of the present Scheme.