INOX INDIA LIMITED Vs. STATE

JUDGEMENT

(1.) THIS Company Petition is filed under Sections 391 to 394 of the Companies Act; 1956. The petitioner is a transferee company and by way of this Company Petition seeks sanction of the scheme of amalgamation of Refron Cylinders Limited (transferor company) with the transferee company. It is submitted that the transferor company has its registered office at Mumbai and hence, necessary proceedings have been taken out in Mumbai and the scheme has been sanctioned by the Mumbai High Court by order dated 10.1.2007 passed in Company Petition No.683 of 2006.

(2.) THE petitioner has set out its objects so also the purpose of evolving the scheme. It is pointed out that the scheme, if sanctioned, would result in efficient and proper management of the business of the companies. It is submitted that the scheme for the amalgamation of transferor company with the petitioner company has been proposed with a view to achieve synergies in terms of optimizing capacity utilization which in turn will benefit the petitioner company and the transferor company. It is submitted that the petitioner has complied with the statutory provisions.

(3.) IT has been pointed out that vide order dated 25.8.2006 passed in Company Application No. 461 of 2006, the meetings of the equity shareholder and unsecured creditors of the petitioner (transferee) company were directed to be convened on 12.10.2006, which were accordingly convened where the scheme has been unanimously approved. The meeting of the secured creditors was dispensed with in view of the consent letters placed on record. Since compliance with the necessary provisions has been made and due declaration also set out, the learned counsel seeks sanction to the scheme of amalgamation.