IN RE Vs. ECO PHIL METALS PVT LTD

JUDGEMENT

(1.) M/S. Eco Phil Metals Private Limited (hereinafter referred to as the "transferor company") has filed this application under Section 232 of the Companies Act, 2013.

(2.) The applicant-company is a Private Limited. The applicant-company is a subsidiary of M/s. Persang Alloy Industries Private Limited (hereinafter referred to as the "transferee company") .

(3.) This Company Application is filed by the transferor-company proposing a scheme of amalgamation ("Scheme" for short) of the transferor company with the transferee company. The Board of Directors of the applicant-company passed a resolution on 3rd October, 2016 (Annexure "D") approving the Scheme (Annexure "A") . Chartered Accountant of the applicant-company gave a certificate stating that there are only two shareholders of the applicant-company and both of them gave their consent for dispensing with the meeting of equity shareholders of the company and that they have waived their right to receive notice of the General Meeting. It is stated in the petition that the applicant-company has no secured creditors and that there are only seven unsecured creditors aggregating to Rs.3,70,53,001 /-. Out of the seven unsecured creditors, six of them valuing at Rs.3,53,49,267/- (aggregating to 85.71 in numbers and 95.40% in value) gave consent in writing for dispensing with the calling of meeting of the creditors for sanctioning of the proposed Scheme. A certificate of Chartered Accountant to that effect is produced at Annexure "H". It is also stated in the application that there are no investigation proceedings under Sections 210 to 229 of the Companies Act, 2013 pending against the applicant-company.