LAWS(GJH)-2016-6-117

TAPTI MACHINES LIMITED Vs. STATE

Decided On June 16, 2016
Tapti Machines Limited Appellant
V/S
STATE Respondents

JUDGEMENT

(1.) These are the petitions filed by four companies viz. Tapti Machines Limited, Pelican Packers Limited, Amtrex Ambience Limited and Marg Trading Limited, for the purpose of obtaining the sanction of this court to a Scheme of Amalgamation of three Transferor Companies viz. Tapti Machines Limited, Pelican Packers Limited and Amtrex Ambience Limited with Marg Trading Limited, proposed under section 391 to 394 of the Companies Act, 1956.

(2.) It has been submitted that all these companies belong to the same group of management and are not operative for some time. The Board of Directors of these Companies thought it appropriate to amalgamate them for synergic benefits. It is envisaged that consolidation and integration of their resources shall help to reduce the operative and administrative costs and thus be beneficial for the Transferee Company.

(3.) It has been submitted that vide orders dated 2nd February 2016 passed in Co. Applications No. 44, 45 and 46 of 2016, the meetings of the Shareholders (both Equity and Preference Shareholders in case of the first Two Transferor Companies) for all the Transferor Companies were dispensed with in view of the written consent letters from all of them, approving the proposed scheme, being placed on record. There are no Secured Creditors of these companies. Vide the aforesaid orders, the Hon'ble court directed all the three Transferor Companies to convene the meetings of the Unsecured Creditors of the respective companies for the purpose of obtaining their approval to the proposed scheme. Pursuant to the directions, meetings of the unsecured creditors of all the three Transferor Companies were duly convened and held on 5th March 2016 and the Scheme was approved unanimously by all the unsecured creditors, present and casting valid votes at the three respective meetings. The reports dated 14th March 2016, alongwith the affidavit by the Chairman of the meetings of these companies have been placed on record for the result of the respective meetings.