KAJARIA SECURITIES PRIVATE LIMITED Vs. KAJARIA CERAMICS LIMITED

JUDGEMENT

(1.) This is a joint second motion petition under Sections 230-232 of the Companies Act, 2013 filed by the Petitioner-Companies in terms of Rule 15 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 (for short to be referred hereinafter a the 'Rules') for approval of the Scheme of Amalgamation (for brevity, the 'Scheme') of Kajaria Securities Private Limited, the Transferor Company (for short, P-1 company) , with Kajaria Ceramics Limited, the Transferee Company (for short, P-2 company) . The joint petition is maintainable in terms of Rule 3(2) of the Rules.

(2.) Petitioner-Companies filed first motion petition in CA(CAA) 05/Chd/Hry/2017 for dispensing with the meetings of equity shareholders, secured and unsecured creditors of the Transferor Company and convening the meeting of equity shareholders, secured and unsecured creditors of the Transferee Company. The meeting was ordered to be convened as follows: <FRM>JUDGEMENT_170_LAWS(NCLT)2_2018_1.html</FRM>

(3.) The Chairperson, Alternate Chairperson and Scrutinizer were appointed. The chairperson furnished report dated 28.07.2017 of all the meetings of the transferee company which is annexed as Annexure A-7. It was reported that the equity shareholders, secured and unsecured shareholders of transferee company have unanimously approved the 'Scheme' and necessary proceedings of the meetings were also attached.