IN RE Vs. DYNACON EQUIPMENTS PRIVATE LIMITED

JUDGEMENT

(1.) Under consideration is Company Petition No. CP/154/CAA/2017 filed by the Transferor Company under Sections 230 to 232 of the Companies Act, 2013. Since the Transferor Company is wholly owned subsidiary of the Transferee Company, there was no legal requirement to file the Petition by the Transferee Company. The purpose of the Company Petition is to obtain sanction of the Scheme of Amalgamation (in short, 'Scheme') between M/s. Dynacon Equipments Private Limited (Transferor Company) with M/s. Kalavakuru Estates Private Limited (Transferee Company) .

(2.) The Company Applications seeking dispensation of meeting of equity shareholders and unsecured creditors of the Transferor and Transferee Companies were filed under Section 391 of the Companies Act, 1956. After establishment of NCLT and bifurcation of jurisdiction, the Applications were transferred to this Bench. This Bench has ordered notices and directed to the Official Liquidator to appoint Chartered Accountant to scrutinise the books of accounts of the Transferor Company. The Petitioner submitted that there are no secured creditors in the Applicant Companies. Therefore, this Bench was pleased to dispense with the meeting of the shareholders and unsecured creditors. In short, the preliminary procedure with regard to the sanction of the Scheme under consideration has been complied with by the Petitioner Companies.

(3.) The Official Liquidator has submitted the report on 01.11.2017 stating that the Transferor Company is the wholly owned subsidiary of the Transferee Company. Therefore, upon the Scheme being sanctioned, all the equity shares held by the Transferee Company and its nominees in the Transferor Company shall get cancelled and extinguished as on the "Appointed Date". Further, it is submitted that the interests of all the employees in the service of the Transferor Company is safeguarded. The statutory books of accounts, records and other Registers maintained by the Transferor Company are in accordance with the requirements of the Companies Act as applicable and no discrepancies were noticed. It is also stated that the files containing the correspondence of the Transferor Company at the office of the Registrar of Companies were verified and founds nothing adverse or objectionable affecting the interests of the Transferor Company or its members or prejudicial to the public interest. Finally, it is stated that the affairs of the Transferor Company have not been conducted in the manner prejudicial to the interest of its members or its creditors or to the public interest. The report of the Official Liquidator finds placed on record.