BHILOSA SYNTHETICS P LTD Vs. STATE OF MAHARASHTRA

JUDGEMENT

(1.) THE Petitioner Company, Bhilosa Synthetics Pvt. Ltd. (for short "petitioner-Company" or the "transferor-Company" or "bspl" ). In fact the provisions of Sections 391 to 394 of the Companies Act, 1956 for obtaining sanction of their scheme of Amalgamation with Bhilosa Tex-N-Twist Pvt. Ltd. (for short "transferee-Company" or "btpl" ). The petitioner-company's office is situated at 122, 2nd floor, Trishla Building, Zaveri Bazar, Mumbai. Both the companies have placed on record the details of their authorised share capital, as on 31st March, 2003 based on Auditor's report, as of that date, with detailed summarised financial position.

(2.) IN pursuance, to the objects, as set out in the Memorandum of Articles of Association, of both the companies, they have decided to propose, the Scheme of Amalgamation in question. The whole purpose of such scheme is that, as the nature of business of both the companies arc identical and are under common management with common shareholders, therefore, to optimum utilisation of its management and its resources and to further reduce the administrative costs. They have decided to utilise and explore business energy, communication skills and integrated operation. This will also enable them to optimum utilisation of various infrastructure, facilities, managerial and technical resources and definitely the object to have further expansion or development of business. Therefore, the Directors of the Company, have approved the Scheme of Amalgamation by Resolution, dated 31st January, 2004. The Scheme of Amalgamation taken into consideration all the necessary and requisite details of said Scheme of Amalgamation which includes the date of scheme, transfer of undertaking with debts, liabilities, loan, securities, other obligations, legal proceedings, contract, duties, business and property in trust, in addition to staff, workmen and employees of transferor-company. The appropriate issue of share in pursuance to said scheme of amalgamation and allotment of proportionate of share have been taken care of and the effect is also given to the account treatment, dividend profits, bonus, rights and effect of resolution of transferor-company.

(3.) THE scheme, as averred, is in the interest of both the companies, their shareholders, employees and to all the concerned. The Companies are not registered under the Monopolies and Restrictive Trade Practice Act and no investigation is pending against any of these companies under Sections 235 to 251 or other provisions of Companies Act. Therefore, the present company petition has been filed on 16th February, 2004, convening and holding of meeting of equity shareholders, secured creditors, unsecured creditors have been dispensed with in view of the consent, given by all the equity shareholders, and secured and unsecured creditors, also in view of the averments, made in paras 15 and 18 of the affidavit, in respect of summons for direction dated 11th February, 2004 (Company Application No. 51/2004 ). The due notices as per the law have been issued and published.