NIRMAY PROPERTIES PRIVATE LIMITED Vs. STATE

JUDGEMENT

(1.) THESE are the petitions filed by the petitioner Companies for sanction of a Scheme of arrangement in the nature of amalgamation of five Transferor Companies viz. Nirmay Properties Private Limited, Shreya Realities Private Limited, Pulkit Developers Private Limited, Ankita Builders Private Limited and Rishabh Infrastructure Private Limited with Sterling Addlife India Limited, the Transferee Company under Sections 391 read with Section 394 of the Companies Act, 1956. All the petitioner Companies belong to the same group of management and all the Transferor Companies are wholly owned subsidiaries of the Transferee Company.

(2.) IT has been submitted that vide orders dated 15. 05. 2008 passed in Company Application Nos. 343, 344, 345, 346 and 347 of 2008, meetings of the Equity Shareholders and Unsecured Creditors of the Transferor Companies were dispensed with in view of the written consent letters placed on record. There were no Secured Creditors of these companies. Whereas vide order passed on 15. 05. 2008 in Company Application No. 348 of 2008, meeting of the Equity Shareholders was directed to be convened. The Scheme was unanimously approved by all the Equity Shareholders present and voting at the said meeting duly convened on 19th June, 2008.

(3.) THE petitions were admitted vide order dated 4. 7. 2008. The public notices for the same were duly advertised in the newspapers 'the Times of India' English daily and 'sandesh' Gujarati Daily, both Ahmedabad editions dated 22. 07. 2008 and the publication in the Government Gazette was dispensed with. Affidavits dated 23. 07. 2008 confirm the same. No one has come forward with any objections to the said petitions even after the publication. The same has been further confirmed by the additional affidavit dated 22. 04. 2009 annexed to the petition for the Transferee Company.