ASIAN TILES LTD Vs. STATE

JUDGEMENT

(1.) THE present petitions are preferred for seeking sanction to the Scheme of Amalgamation between M/s. Asian Tiles Limited - Petitioner of Company Petition No. 307/2008 (Transferor Company) and M/s. Asian Agro India Limited - Petitioner of Company Petition No. 308 of 2008 (Transferee Company ). The Scheme is produced at Annexure-C.

(2.) IN the case of petitioner of Company Petition No. 307 of 2008, it appears that vide order dated 1. 4. 2008 read with order dated 22. 4. 2008 passed by this Court, as consent letters of all the equity shareholders were produced, the meeting of the equity shareholders for consideration of the scheme was dispensed with. In the very order, this Court directed for convening of the meeting of secured and unsecured creditors of the company for consideration of the scheme. Thereafter, the meeting was convened as ordered by this Court and the report has been filed by the Chairman together with the affidavit. It appears that as per the said report, nobody remained present on behalf of the secured creditors and the scheme was approved by unanimous majority of the unsecured creditors present voting at the meeting. Thereafter, the said sole secured creditor (s) issued consent letter (s) and, therefore, Company Application No. 599 of 2008 was preferred by the Transferor Company and this Court, vide order dated 8. 12. 2008, having considered the said factum, dispensed with holding of the meeting of the secured creditors and modified the earlier order dated 1. 4. 2008 so far as it relates to directing of the convening of the meeting of the secured creditors.

(3.) IN the case of the petitioner of Company Petition No. 308 of 2008, vide order dated 1. 4. 2008 passed by this Court in Company Application No. 242 of 2008 read with the order dated 22. 4. 2008, below the Note for Speaking to Minutes, the meeting of the equity shareholders was ordered to be convened. The meeting thereafter has been convened and the report has been filed of the Chairman together with the affidavit and as per the said report, the Scheme has been approved by unanimous majority of the equity shareholders present and voting at the meeting. It may also be recorded that there was delay in filing the report of the Chairman, which came to be condoned by this Court vide order dated 8. 12. 2008 in Company Application No. 600 of 2008.