IN RE Vs. HINDUJA FOUNDARIES LIMITED AND ORS

JUDGEMENT

(1.) Under consideration are Company Applications which have been transferred from the Hon'ble High Court of Madras to this Tribunal and renumbered as TP(HC)/CAA/73/2017. The Petitioner/Transferor Company has prayed for the sanction to the Scheme of Amalgamation (hereinafter referred to as 'Scheme') by virtue of which M/s. Hinduja Foundries Limited (hereinafter referred as 'Transferor Company') having registered office at Kathivakkam High Road, Ennore, Chennai-600057 proposed to be amalgamated with M/s. Ashok Leyland Limited (hereinafter referred as 'Transferee Company') as a going concern.

(2.) At the outset, it is necessary to know the details of the scheme which needs determination. Both the Transferor Company and the Transferee Company are Public Listed Companies. The Board of Directors of the Transferor Company and the Transferee Company have approved the said Scheme of Amalgamation in their board resolutions dated 14th September, 2016. The Hon'ble Madras High Court vide its order dated 12.12.2016, passed in CA No. 1147 and in CA No. 1150 of 2016 dispensed with the meeting of the unsecured creditors of the Transferor Company, in CA Nos. 1144 to 1146 of 2016 dispensed with holding the meeting of Redeemable Non-Convertible Cumulative Preference Shareholders of the Transferor Company and in CA No. 1143 and CA No. 1151 of 2016 directed for convening the meeting of the equity shareholders of the Transferor Company as well as the Transferee Company. All the orders were complied with by respective companies.

(3.) Learned Counsel for the Petitioner Company submitted that the Transferor Company is engaged in the business grey iron castings and supply of automotive component whereas the Transferee Company is engaged in the business of manufacture and sale of commercial & defence vehicles and power stations. The main objects of both the companies are common and the rational of the said Scheme is that the companies would benefit due to the administrative and operational costs that will considerably be reduced; also it will strengthen, consolidate and stabilize the business of these companies and will facilitate further expansion and growth of their business. These combined resources will enhance its capability to expand and improve its efficiency of operations. The learned counsel further submits that no investigation proceedings are pending against the Petitioner Companies under section 235 to 251 or any other provisions of the Companies Act, 1956 or corresponding provisions of the Companies Act, 2013.