KANOI CHEMICALS LTD Vs. STATE OF GUJARAT

JUDGEMENT

(1.) Company Petition No. 84 of 2006 and Company Petition No. 85 of 2006 are filed by Kanoi Chemicals Ltd., and Pramukh Intermediates Pvt. Ltd., respectively [both Transferor Companies] to consider and if thought fit to sanction the proposed Scheme of Amalgamation of Kanoi Chemicals Ltd., and Pramukh Intermediates Pvt. Ltd., into British Super Alloys Pvt. Ltd., [Transferee Company]. Company Petition No. 86 of 2006 is filed by the British Super Alloys Pvt. Ltd., [Transferee Company] also to consider and if thought fit to sanction with or without modification the proposed Scheme of Amalgamation of Transferor Company into the Transferee Company.

(2.) So far as Company Petition No.84 of 2006 is concerned, it is submitted that having procured and produced the written approval of all the equity shareholders and the unsecured creditors and there being no secured creditor, pursuant to the order passed by this Court dated 17th March 2006 in Company Application No. 110 of 2006, the meeting of the equity shareholders and the unsecured creditors in relation to the proposed scheme of amalgamation as required under Section 391(2) of the Companies Act were dispensed with.

(3.) Similarly, as regards Company Petition No. 85 of 2006 is concerned, it is submitted that having procured and produced written approval of all the equity shareholders and the unsecured creditors and there being no secured creditor, the meeting of the equity shareholders and unsecured creditors in relation to the proposed Scheme of Amalgamation as required under Section 391(2) of the Act was dispensed with pursuant to the order passed by this Court dated 17th March 2004 in Company Application No. 109 of 2006. So far as the Transferee Company is concerned, it is submitted that pursuant to the order passed by this Court dated 17th March 2006 in Company Application No. 106 of 2006 having procured and produced written approval of all the equity shareholders and the secured creditors of the Transferee Company, the meeting of the equity shareholders and the secured creditors of the Transferee Company in relation to the proposed Scheme of Amalgamation as required under Section 391(2) of the Companies Act were dispensed with. It is also further submitted that pursuant to the order passed by this Court a separate meeting of the unsecured creditor of the Transferee Company was convened and held as per the order of this Court and the Chairman of the said meeting has submitted his report dated 1st May 2006 producing the result of the said meeting, and it is reported that all the unsecured creditors of the Transferee Company present and voting have approved and agreed to the proposed Scheme of Amalgamation.