RATNAMANI ENGINEERING LIMITED Vs. XYZ

JUDGEMENT

(1.) Company Petition Nos. 17 and 18 of 1996 are filed by Ratnamani Engg. Ltd. (hereinafter the first transferor-company/REL') and Ratnamani Fine Tubes (P.) Ltd. (hereinafter 'the second transferor-company'/'RFTPL'), respectively, for their amalgamation with Ratnamani Metals & Tubes Ltd. (hereinafter 'the transferee-company/'RMTL') which has filed Company Petition No. 19 of 1996.

(2.) As per the orders in Company Application Nos. 237, 238 and 239 of 1995 passed by this court (Coram : S. D. Dave, J) on 4th Dec., 1995, the separate meetings of the shareholders, secured and unsecured creditors of all the three companies were held on 17th Jan., 1996 for the purpose of considering and if thought fit, approving, with or without modifications, the compromise or arrangement in the nature of amalgamation of the above named two transferor-companies with the transferee-company. The scheme of amalgamation was approved unanimously by the shareholders of the second transferor-company and of the transferee-company. The shareholders of the first transferor-company approved the scheme by an overwhelming majority to the extent of 99.61 per cent of the shareholding. The objections of four shareholders of the first transferor-company are referred to hereinafter. However, at the hearing of these petitions, the said shareholders have withdrawn their objections to the scheme of amalgamation as per the pursis signed by all of them and also by their learned advocate. The scheme of amalgamation was also approved by the secured creditors of the first transferor-company and of the second transferor-company. Similarly, the scheme was also unanimously approved by all the unsecured creditors of the first transferor-company as well as by all the unsecured creditors of the second transferor-company. The transferee-company has no creditor, secured or unsecured.

(3.) In response to the public notice, only one person, viz., Bhagyam international, a partnership firm claiming to be an unsecured creditor, had lodged its objection, but has withdrawn the same at the hearing of the petitions by a pursis to that effect.