IN RE Vs. COMPANIES ACT

JUDGEMENT

(1.) This petition under section 394 of the Companies Act, 1956 has been jointly filed by the Fabiola Sea Foods Private Limited (transferor company No. 1), Fragrant Chemicals Private Limited (transferor company No. 2) and Magnum Infrareal Private Limited (transferee company) seeking sanction of the scheme of amalgamation, whereby the entire undertaking of the transferor companies as going concern together with all assets and liabilities is proposed to be transferred and vested in the transferee company. The transferor company No. 1 Fabiola Sea Foods Private Limited was incorporated on 5.7.1989 and its registered office is situated at M-9, Rukmani Plaza, 14 Palasia, A.B. Road, Indore 452 018 (M.P.). The last audited balance-sheet along with the report of the statutory auditors as on 31.3.2012 and unaudited balance-sheet as on 28.2.2013 have been placed on record. The transferor company No. 2 Fragrant Chemicals Private Limited was incorporated on 9.8.1989 having its registered office at M-9, Rukmani Plaza, 14 Palasia, A.B. Road, Indore 452 018 (M.P.). Its last audited balance-sheet and the latest unaudited balance-sheet has also been placed on record. The transferee company Magnum Infrareal Private Limited was incorporated on 30.5.1989 initially in the name of "Hamilton Fertilizers and Chemicals Limited". On 1.1.2013 its name was changed to Magnum Infrareal Private Limited and its registered office is situated at 210, MTH Compound, 24/2, M.G. Road, Indore 452 001 (M.P.). Its last audited balance-sheet and latest unaudited balance-sheet has also been placed on record. It has been disclosed that all the three companies are loss making companies and the operational activity of transferor and the transferee company are the same, and all the three companies are engaged in the same line of business under the same management.

(2.) It has been disclosed that the scheme of merger will not only reduce the cost of operations but will also bring the entire business of the companies under one umbrella and will integrate the entire business holding and achieve the managerial synergy and other benefits. It has also been disclosed that the proposed scheme has been approved by the Board of Directors of the petitioner companies. The resolution of the Board of Directors have been placed on record.

(3.) In the first stage proceedings in Company Petition (Application) No. 22/2013 filed under section 391 of the Companies Act, this Court vide order dated 8.5.2013 had dispensed with the meeting of the shareholders and unsecured creditors taking note of the Letter of Consent of the shareholders as well as the unsecured creditors. It was also noted that the petitioner companies had no secured creditors.