Delhi High Court
Infini Agrotech Pvt Ltd vs Mastana Foods Pvt Ltd on 25 October, 2010
Author: Sanjiv Khanna
* IN THE HIGH COURT OF DELHI AT NEW DELHI
COMPANY APPLICATION (M) NOS.191/2010 & 192 /2010
Date of decision: 25th October, 2010
INFINI AGROTECH PRIVATE LIMITED ....Transferor Company
Through Mr. P. Nagesh, Advocate.
WITH
MASTANA FOODS PRIAVATE LIMITED .... Transferee Company
Through
CORAM:
HON'BLE MR. JUSTICE SANJIV KHANNA
ORDER (ORAL)
1. These two petitions have been filed by Infini Agrotech Private
Limited (transferor company for short) and Mastana Foods Private
Limited (transferee company for short) for approval of the first motion
for amalgamation of the transferor company in the transferee company.
2. The scheme of amalgamation has been enclosed with the two
petitions. The petitioners have filed resolutions passed by the Board of
Directors of the transferor and transferee company approving the
scheme of amalgamation.
3. It is stated that the transferor and transferee company are in the
same business of production and trading of agricultural produce. The
Board of Directors of the two companies are the same. It is stated that
the amalgamation will have beneficial results and would enable
economies in administration and management and better and more
efficient utilization of resources and facilities. Other reasons have been
also mentioned in the petitions. The petitions are supported by the
affidavits affirming the averments made in the petitions.
4. It is stated in the petitions that no proceedings against the
transferor and transferee company are pending under Section 235 to
251 of the Companies Act, 1956.
5. As per the list at page 30 of the C.A.(M) 191/2010, the transferor
company has 5 shareholders. Consents given by the said 5 shareholders
have been placed on record from page Nos. 202 to 207 of the said
petition. The petitioner has filed on record certificate issued by M. Lal &
Associates, Chartered Accountants in which they have certified after
verification that the transferor company does not have any secured or
un-secured creditors as on 15th October, 2010. Balance sheet filed on
record for the period ending 31st March, 2010 also shows that the
transferor company did not have any secured or unsecured creditors. In
these circumstances, the requirement to hold meeting of the
shareholders, secured and unsecured creditors of the transferee
company is dispensed with.
6. The transferor company has 8 shareholders as per the Exhibit C at
page 15 of C.A.(M) 192/2010. Consents given by the shareholders are at
page Nos.218 to 227 of C.A.(M) 192/2010. In these circumstances, there
is no need and requirement to have meeting of the shareholders of the
transferee company.
7. As per the Certificate issued by M. Lal & Associates, Chartered
Accountants, the transferee company has one secured creditor i.e.,
State Bank of India and two unsecured creditors viz., Krishan Mohan
HUF and Radha Krishan Mendiratta. As per the audited accounts [page
116 of the C.A.(M) 192/2010] for the period ending 30th March, 2010,
the same persons were the secured and unsecured creditors. The
secured and unsecured creditors have given 'no objection certificate'
which have been enclosed at page Nos.204, 206 and 207 of the C.A.(M)
192/2010. In view of the said 'no objection certificates' it is not
necessary to call for meeting of the secured and unsecured creditors of
the transferee company.
8. As per the scheme of amalgamation the shareholders of the
transferor company will be entitled to 39 equity shares in the transferee
company. The share exchange ratio will be examined at the time of
second motion. The Court has not examined the said aspect at this
stage.
9. In view of the aforesaid, the present petitions are allowed. The
need and requirement to have meeting of shareholders, secured and
unsecured creditors of the transferor and transferee company is
dispensed with.
DASTI.
SANJIV KHANNA, J.
OCTOBER 25, 2010
NA
