NIRMAY PROPERTIES P. LTD. 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 P. Ltd., Shreya Realities P. Ltd., Pulkit Developers P. Ltd., Ankita Builders P. Ltd., and Rishabh Infrastructure P. Ltd., with Sterling Addlife India Ltd., the transferee company under Section 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 May 15, 2008, passed in Company Applications 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 May 15, 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 June 19, 2008.

(3.) NOTICE of the petition of the transferor companies were served upon the official liquidator attached to this Court. Vide separate reports dated January 22, 2009, filed by the official liquidator for all the transferor companies, some observations are made by the chartered accountant appointed by the official liquidator. The same have been dealt with vide additional affidavits dated March 9, 2009, filed by the director and authorised signatory of the petitioner transferor companies.