DFL INTERNATIONAL LIMITED Vs. DEEPAK FASTENERS LIMITED

JUDGEMENT

(1.) C.A. No. 135 of 2009

(2.) THE petition has been filed under Sections 391(1) and 394 of the Companies Act seeking for sanctioning the scheme for amalgamation as a going concern. The transferor company, DFL International Limited, was originally incorporated under the provisions of the Companies Act, 1956, on 05.02.2002 having its registered office at G.T. Road, Miller Ganj, Ludhiana (Punjab). The main object of the transferor company is to carry on the business of manufacturing, selling and exporting vide range of fasteners such as bolts, nuts, washers, ASTM studs, foundation, threaded rods, clamps and other allied items. The authorized share capital of the transferor company is Rs. 5,10,00,000 divided into 51,00,000 equity shares of Rs. 10 each. 'The issued, subscribed and paid up share capital of the company is Rs. 4,87,02,100 divided into 48,70,210 equity shares of Rs. 10 each fully paid up.

(3.) THE transferor company is a closely held company having nine equity shareholders and the list of shareholders of the company is as annexure P -6. All the shareholders of the company have given their written consent for the proposed scheme of amalgamation. Lists of unsecured creditors and secured creditors are enclosed with the petition as annexure P -9 and P -12 respectively. There are 248 unsecured creditors and one secured creditor of the company. 91.59% in value of the above said unsecured creditors and the secured creditors have given their consent for the proposed scheme of amalgamation as per annexures P -10 and P -13 respectively. Mr. Deepak Kalra, director of the company, has sworn to affidavits regarding the consent for the proposed scheme vide Annexure P -8, P -11 and P -14, respectively.