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Judgment
Sanjiv Khanna, J.—C.A.(M) No. 217/2010 has been filed by Twobro Investment & Finance Ltd., Abhey Holdings Ltd., AVP Finance Ltd., and Sant Dadu Dayal Investment & Finance Ltd., transferor company Nos. 1,2,3 and 4 respectively in respect of scheme of amalgamation with Vinsan Credit & Securities Ltd., transferee company. C.A.(M) No. 218/2010 has been filed by the transferee company in respect of the scheme of amalgamation. Copy of the scheme of amalgamation has been enclosed with the two applications.
Registered office of the transferor companies and the transferee company are located in the National Capital Territory of Delhi. In the applications details with regard to the date of incorporation, authorized, subscribed, issued and paid up share capital of the transferor companies and the transferee company have been mentioned.
Along with the application, the transferor companies and the transferee company have enclosed Articles and Memorandum of Association and their latest audited balance sheet. Copy of the resolutions passed by the Board of Directors of the four transferor companies and the transferee company approving and adopting the proposed scheme of amalgamation have been enclosed with the applications.
It is stated in the applications that no proceedings under Sections 235 - 251 of the Companies Act, 1956 (Act for short) are pending against the four transferor companies and the transferee company. It is mentioned in the applications that all companies i.e., the four transferor companies and transferee Company either have the common directors or common shareholders.
Transferor company No. 1 has 13 shareholders as per the list (Annexure A-13) at page 449 of C.A.(M) No. 217/2010. The said shareholders have given consents/no objection certificates to the proposed scheme and the same have been enclosed with the application. List of secured and unsecured creditors of the transferor company No. 1 has been enclosed at page 502 (Annexure A-15) of C.A.(M) No. 217/2010. No objection certificates/consents from all the secured and unsecured creditors of the transferor company No. 1 have been enclosed at pages 506 to 509 (Annexure A-16).
Transferor company No. 2 has 12 shareholders as per the list at page 450 of C.A.(M) No. 217/2010. No objection certificates/consents from the said shareholders have been enclosed with the said application. The transferor company No. 2 does not have any secured creditor but has unsecured creditors as per the list given at page 503 of C.A.(M) No. 217/2010. The said unsecured creditors have given consents/no objection certificates to the proposed scheme, which have been enclosed at page 510 to 512 of C.A.(M) No. 217/2010.
Transferor company No. 3 has 13 shareholders as per the list given at page 451 and the said shareholders have given consents/no objection certificates to the proposed scheme of amalgamation, which have been enclosed with C.A.(M) No. 217/2010. Transferor company No. 3 does not have any secured creditor as per the averments made in the application but has three unsecured creditor as per the list at page 504 of C.A.(M) No. 217/2010. The said unsecured creditors have given consents/no objection certificates, which have been enclosed at pages 513 to 515 of C.A.(M) No. 217/2010.
Transferor company No. 4 has 11 shareholders as per list given at page 452 of C.A.(M) No. 217/2010. The said shareholders have given their consents/no objection certificates to the proposed scheme of amalgamation. The said company, as per the averments made in the application, does not have any secured creditor and has unsecured creditors as per the list at page 505. The said unsecured creditors have given consents/no objection certificates to the proposed scheme of amalgamation, which have been enclosed at pages 516 to 518.
In the case of transferor company Nos. 2 and 3, share application money was received. It is stated in the application that the share application has been returned back to the parties concerned. Certificates of Chartered Accountant have been filed on record at pages 519 to 524.
Transferee company has 13 shareholders as per list given at page 418 of C.A.(M) No. 218/2010. The said shareholders have given their consents/on objection certificates to the proposed scheme and the same have been enclosed with the application. Transferee company does not have any secured creditor as per the averments made in C.A.(M) No. 218/2010. List of unsecured creditors of the transferee company has been given at page 432 of C.A.(M) No. 218/2010 and the said unsecured creditors have given consents/no objections certificates, which have been enclosed at pages 433 and 434 of C.A.(M) No. 218/2010.
In view of the aforesaid and no objection certificates/consents given by the shareholders and the creditors, the need and requirement to convene and hold meeting of the shareholders and creditors of the four transferor companies and the transferee company is dispensed with. The question of share exchange ratio/swap ratio will be examined at the time of second motion.