HEMANI ORGANICS AND CHEMICALS PRIVATE LTD Vs. STATE

JUDGEMENT

(1.) Present Company Petition is filed by the petitioner HEMANI ORGANICS AND CHEMICALS PRIVATE LTD. (transferor company) for sanctioning of scheme of amalgamation of Hemani Intermediates Pvt. Ltd. (transferee company) under section 391 read with section 394 of the Companies Act, 1956. It is reported that the transferee company had approached the Bombay High Court for sanctioning of scheme of proposed scheme of amalgamation as the registered office of the transferee company was within the jurisdiction of the Bombay High Court and that by judgment and order dated 16-3-2007, the Bombay High Court has sanctioned the proposed scheme of amalgamation.

(2.) It is submitted that the petitioner and the transferee company belong to the same group of which the transferee company is the flagship company and the business facilities of both the companies are complimentary to each other and the proposed scheme of amalgamation will offer synergistic benefits to both the companies. The petition gives details of advantages that would flow by virtue of amalgamation of both the companies.

(3.) The proposed scheme was approved unanimously by the equity shareholders, secured and unsecured creditors of the transferor company through the consent letters which were put on record along with the company petition No.463 of 2006 and MCA No.143 of 2006. Hence, meeting of the equity shareholders and secured creditors and unsecured creditors were dispensed with vide order dated 25-8-2006 and 21-9-2006 passed by this Court. The notice of the order dated 25-8-2006 and 21-9-2006 dispensing with the meetings are annexed to the petition as Annexure J.