AIRBUS INDIA OPERATIONS PRIVATE LIMITED Vs. STATE

JUDGEMENT

(1.) THE petitioner -companies in Co.P.No.277/14, 278/14, 279/14 and 280/14 are the Transferor companies No.1 to 4, while the petitioner -company in Co.P.No.281/14 is the Transferee company in respect of the scheme of amalgamation as at Annexure -A. They are before this Court seeking sanction of the scheme.

(2.) THE Transferor companies 1 to 4 were incorporated on 05.01.2007, 20.06.2006, 16.12.2008 and 29.06.2010 respectively. The Transferee company was incorporated on 06.02.2007. During their subsistence, though they are all in sound financial position, with the object of an intragroup consolidation have evolved a scheme of amalgamation. The Board of Directors of the respective companies in their meeting held on 14.10.2014, 17.10,2014 and 20.10.2014 had approved the scheme. The scheme was thereafter to be considered and consented by the shareholders and the unsecured creditors. The companies however do not have secured creditors. Since the shareholders and the unsecured creditors had consented to the scheme in writing, all the above noted companies had approached this Court in C.A.Nos.1642, 1643, 1644, 1645 and 1646 of 2014 respectively. This Court by the order dated 19.11.2014 dispensed the convening of the meeting and permitted filing of these petitions. The petitioners are accordingly before this Court in these petitions.

(3.) ON these petitions being filed, notice was directed to the Regional Director in all these petitions, while notice was directed to the Official Director in respect of the petitions filed by the Transferor companies. Further, the filing of these petitions seeking sanction of the scheme was also directed to be published in 'The Hindu' English Daily and 'Udayavani' Kannada Daily, which has been complied and the same is taken on record.