MOZZATERRA TILES PVT. LTD. Vs. STATE

JUDGEMENT

(1.) Both these company petitions are filed for sanctioning the scheme of amalgamation of MOZZATERRA TILES PVT. LTD. with VYARA TILES PVT. LTD. MOZZATERRA TILES PVT. LTD. (transferor company) is the petitioner of Company Petition No.191 of 2006 and VYARA TILES PVT. LTD (transferee company) is the petitioner of Company Petition No.192 of 2006.

(2.) It is submitted on behalf of the respective petitioners that the Board of Directors of both the companies i.e. transferee and transferor companies have considered the amalgamation of transferor company into transferee company for better utilization of the resources, the assets and the properties of the companies resulting into higher returns of the capital. It is further submitted that the Board of Directors of both the companies have resolved to prepare and to have the scheme of amalgamation between the transferor company and the transferee company subject further to the approval of the shareholders, creditors, sanction of the appropriate Court as may be required under the law and the consent, objection of the Central Government and other appropriate authorities as may be necessary.

(3.) It is submitted that having procured and produced the written approval of all the equity shareholders, unsecured creditors as well as secured creditors of the transferor company by order dated 6 -10 -2006 passed in Company Petition No.531 of 2006, this Court passed an order dispensing with holding of the meeting of the equity shareholders, unsecured creditors as well as secured creditors of the transferor company in relation to the proposed scheme of amalgamation as required under section 391 of the Companies Act, 1956.