IN RE : FOR SANCTION (2ND MOTION)OF AMALGAMATION OF AKSH TECHNOLOGIES LTD.(TRANSFEROR COMPANY) WITH AKSH OPTIFIBRE LTD. (TRANSFEREE COMPANY) Vs. ABC

JUDGEMENT

(1.) Instant company petition has been jointly filed by Transferor& Transferee Cos. u/s 391 to 394 of Companies Act, 1956 ("Co. Act") praying for sanction to be accorded to the Scheme of Amalgamation of Aksh Technologies Ltd. (Transferor Co.) with Aksh Optifibre Ltd. (Transferee Co.) on the terms contained in the Scheme (Ann.p-1).

(2.) Registered office of both Transferor & Transferee Companies are situated in Rajasthan within territorial jurisdiction of this Court. As alleged, the Scheme of amalgamation is to amalgamate Aksh Technologies Ltd. (Transferor Co.) with Aksh Optifibre Ltd. (Transferee Co.). Salient features alongwith object of the Scheme besides circumstances necessitating amalgamation of the Companies are explained in details in SB Company Application No.24/2012 at paras 16 & 17 and this Court finds no reason to disagree with the expectations of petitioner-Cos. As alleged, balance sheet of both the Transferor & Transferee Cos., are placed on record alongwith resolutions of their respective Board of Directors approving the Scheme of Amalgamation.

(3.) Vide order dated 12/04/2012 in Company Appl.No.24/2012, it has come on record that the Transferor Co. is having seven equity share holders who have given their unconditional consent to the proposed Scheme vide letters (Ann.A) while there are no secured creditors of Transferee Co. as is evident from document (Ann.E). Thus, meetings of equity share holders of Transferor Co., and of secured creditors of Transferee Co., were dispensed with and accordingly meetings of secured & unsecured creditors of Transferor Co., and equity share holders & unsecured creditors of Transferee Co. were directed to be convened and which were duly convened on 18/05/2012. The reports as regards result of afore-directed meetings were submitted by Chairpersons duly verified by their affidavits annexed thereto (Ann.12, 14,16 & 18). Counsel for the petitioner-Cos., submits that all the equity share holders, secured & unsecured creditors of both the Transferor & Transferee Cos., as the case may be, present at the meeting have unanimously approved the scheme of amalgamation. Hence instant company petition has been filed.