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Kusum Lime Chem Pvt Ltd. - COMPANY APPLICATION No. 3 of 2006  RD-AH 4713 (28 February 2006)
Company Application No.3/2006
In the matter of Amalgamation of
Kusum Lime Chem Pvt Ltd.
Karanwal Lime Chem (I) Pvt Ltd.
Hon. Sunil Ambwani, J.
Heard Shri Rajeev Sisodia learned counsel for the applicants. By this company application, Kusum Lime Chem Pvt. Ltd. with its registered office at Mohalla Chiman, Chandpur 246 725, District Bijnore, U.P. (Transferor Company) and Karanwal Lime Chem (I) Pvt. Ltd. with its registered office at 7th K M, Datiana Road, Village-Malakpur, Chandpur 246 725, District Bijnore, U.P. (Transferee Company) have prayed for, Judge's summons, for directions to dispense with/ convene meetings under Section 391 (1) of the Companies Act, 1956 in connection with the proposed scheme of amalgamation of the Transferor Company with the Transferee Company under Section 391 and 394 of the Companies Act, 1956.
It is stated in the affidavit that there are only 32 shareholders in the Transferor Company and 42 in the Transferee Company and that apart from the Board resolution dated 8.9.2005, shareholders in EGM meeting held on 8.10.2005 have unanimously approved the ''Scheme of Amalgamation'. All the shareholders of both the Transferor and Transferee companies have individually given consent to the Scheme of Amalgamation. The written consent of all the shareholders of Transferor Company have been annexed as Annex. No.A-1/6 from pages 69 to 134 and A-2/6 from pages 208-294.
It is further stated in the affidavit that all 24 unsecured creditors of the Transferor Company have given consent to the scheme of amalgamation. The consent of UPFC, which is the only secured creditor of the Transferor Company was not available upto the date of filing of the application. It has been subsequently made available vide letter of the Regional Manager, U.P.F.C. dated 27.2.2006 annexed to the affidavit of Shri Bhoopendra Goel, Accountant in Kusum Lime Chem Pvt. Ltd. (Transferor Company), by which the Regional Manager, U.P.F.C. has communicated the consent for amalgamation.
It is further stated that there are 38 unsecured creditors of Transferee Company and that all of them have given their consent. There is only one secured creditor of the Transferee Company namely ICICI Bank Ltd., which has also given its consent, to the amalgamation vide letter dated 5.9.2005 of the authorized signatory of the bank annexed as Annex.No.A-2/7 at page 295.
Since all the shareholders, and the creditors both secured and unsecured of the Transferor and Transferee Companies have individually given consent to the Scheme of Amalgamation, by which the Transferor Company, which was facing serious difficulties in raising further resources, has resolved to amalgamate with the transferee company, a well established profit making company, I do not find it appropriate or useful to summon the meetings of the shareholders and creditors, to consider the Scheme of Amalgamation for its approval.
The application for dispensing with the meeting of the shareholders and creditors of both the Transferor and Transferee Companies is thus, allowed.
Learned counsel for the applicants prays for and is granted one week time to file an appropriate confirmation petition.
List on 09.3.2006.
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