INOX LEISURE LTD Vs. STATE

JUDGEMENT

(1.) Present Company Petition has been filed by the petitioner Inox Leisure Limited (Transferee Company) for sanctioning the scheme of Amalgamation of one Calcutta Cine Private Limited (the Transferor Company) with the petitioner Company (Transferee Company) under Section 391 read with Section 394 of the Companies Act, 1956. It has been pointed out that the Transferor Company has its registered office in Kolkatta and hence all the necessary proceedings have been taken out in the High Court at Calcutta.

(2.) It is submitted in the petition that the petitioner Company is a listed public limited company and the Transferor Company is engaged in the business of setting up, managing and operating multiplexes in Eastern India. The Transferee Company is also engaged in the business of setting up, managing and operating a chain of multiplexes in India. It has multiplexes in number of cities including Mumbai, Pune, Nagpur, Kolkatta, Bangalore, Chennai, Jaipur, Goa, Indore, Vadodara etc. It is submitted that since both the Companies are engaged in the similar business, the amalgamation is proposed for the synergic advantage. It is also further submitted that the proposed amalgamation is in the interest of the shareholders and creditors. It is also submitted that by the proposed amalgamation, it would be possible to achieve economy, better administration and efficiency in operation of the Undertaking which would ultimately benefit the shareholders of the petitioner. That the Board of Directors of the petitioner Company has passed the resolution approving the Scheme on 19th September, 2006.

(3.) It is submitted that vide order dated 1st December, 2006 passed in Company Application No. 625 of 2006 a meeting of the Equity Shareholders of the Transferee Company was directed to be convened and called for considering the proposed scheme of amalgamation and if thought fit, approving the same with or without modifications. It is submitted that accordingly meeting of the Equity Shareholders of the Transferee Company was convened on 04.01.2007 and the copy of the Chairman's Report along with requisite affidavit dated 09.01.2007 has been placed on record at Exhibit H (Page 55) to the present petition. It is submitted that meeting of the Equity Shareholders of the Company was attended by 48 Shareholders (9 in person and 38 through proxies and 1 through the authorized representative) and the total value of their Shares is Rs. 40,52,75,170 being 4,05,27,517 shares of Rs.10 each. It is submitted that none of the Equity Shareholders who attended the meeting voted against the proposed scheme and the resolution approving the scheme was carried unanimously i.e. by 100% in number and in value.