IN RE: MICHELIN INDIA PRIVATE LIMITED A COMPANY INCORPORATED UNDER THE COMPANIES ACT, 1956 AND ORS. Vs. STATE

JUDGEMENT

(1.) These Company Petitions are preferred under Sections 391 to 394 of the Companies Act, 1956, for sanctioning the Scheme of Amalgamation of the Transferor Company viz., M/s. Michelin India Private Limited, with the Transferee Company viz., M/s. Michelin India Tamil Nadu Tyres Private Limited, with effect from 1st April 2014. The Scheme of Amalgamation is annexed as Annexure-4 in C.P. No. 391 of 2014 and as Annexure-5 in C.P. No. 392 of 2014. The petitioner in C.P. No. 391 of 2014 is the Transferor Company and the petitioner in C.P. No. 392 of 2014 is the Transferee Company.

(2.) According to the petitioner Company in C.P. No. 391 of 2014 viz., Transferor Company, it was incorporated under the Companies Act, 1956, on 12.11.2003. A copy of the Memorandum and Articles of Association is marked as Annexure-1. The Authorised Share Capital as on 31.03.2014 is Rs. 2,18,00,00,000/-, 21,80,00,000 equity shares of Rs. 10 each. Issued, Subscribed and Paid-up Share Capital of the petitioner Company as on 31.03.2014 is Rs. 1,14,16,41,600/-, 11,41,64,160 equity shares of Rs. 10 each. A copy of the latest financial statement as on 31.03.2014 is marked as Annexure-2. The Board of Directors as its meeting held on 20.10.2014 approved the Scheme of Amalgamation, subject to confirmation by this Court. A copy of the said Board Resolution is marked as Annexure-3. Under the Scheme, the entire undertaking of the Transferor Company would stand transferred to the Transferee Company on and from 01.04.2014. The Scheme of Amalgamation is marked as Annexure-4. Pursuant to this Scheme, the Transferor Company shall issue and allot equity shares of Rs. 10/-each, as fully paid-up at par to each shareholder of the Transferor Company in the ratio of 26 equity shares of Rs. 10 each fully paid-up of the Transferee Company to be issued for every ten equity shares of Rs. 10 each fully paid-up of the Transferor Company, held by the shareholder. The original valuation report is marked as Annexure-5. The Transferor Company has no secured creditors. The Certificate issued by the auditor of the Transferor Company stating that there are no secured creditors is marked as Annexure-6. The number of equity shareholders in the Transferor is two and the said list is marked as Annexure-7. In Company Application No. 1101 of 2014, this Court, by order dated 21.11.2014, has dispensed with the convening, holding and conducting meeting of the equity shareholders of the Transferor Company for the purpose of considering, and if thought fit, approving with or without modification, the Scheme of Amalgamation.

(3.) According to the petitioner Company in C.P. No. 392 of 2014/Transferee Company, it was incorporated under the Companies Act, 1956, on 24.04.2009. A copy of the Memorandum and Articles of Association is marked as Annexure-1. The Authorised Share Capital as on 31.03.2014 is Rs. 25,00,00,00,000/-, 2,50,00,00,000 equity shares of Rs. 10 each. Issued, Subscribed and Paid-up Share Capital of the petitioner Company as on 31.03.2014 is Rs. 21,02,28,03,310/-, 2,10,22,80,331 equity shares of Rs. 10 each. The Transferee Company has issued 50,70,00,000 equity shares and 15,99,99,999 equity shares of Rs. 10 each to its holding company on 22.07.2014 and 23.09.2014. The authorised capital has been increased to 5,00,00,00,000 equity shares of Rs. 10 each on 18.06.2014. A copy of respective E-Forms filed with ROC for allotment of such equity shares is annexed as Annexure-2. A copy of the latest financial statement as on 31.03.2014 is marked as Annexure-3. The Board of Directors as its meeting held on 13.10.2014 approved the Scheme of Amalgamation, subject to confirmation by this Court. A copy of the said Board Resolution is marked as Annexure-4. Under the Scheme, the entire undertaking of the Transferor Company would stand transferred to the Transferee Company on and from 01.04.2014. The Scheme of Amalgamation is marked as Annexure-5. Pursuant to this Scheme, the Transferee Company shall issue and allot equity shares of Rs. 10/-each, as fully paid-up at par to each shareholder of the Transferor Company in the ratio of 26 equity shares of Rs. 10 each fully paid-up of the Transferee Company to be issued for every ten equity shares of Rs. 10 each fully paid-up of the Transferor Company, held by the shareholder. The original valuation report is marked as Annexure-6. The Transferee Company has no secured creditors. The Certificate issued by the auditor of the Transferee Company stating that there are no secured creditors is marked as Annexure-7. The number of equity shareholders in the Transferee Company is two and the said list is marked as Annexure-8. In Company Application No. 1102 of 2014, this Court, by order dated 21.11.2014, has dispensed with the convening, holding and conducting meeting of the equity shareholders of the petitioner Company for the purpose of considering, and if thought fit, approving with or without modification, the Scheme of Amalgamation.