Bharati Sapru, J. - (1.) THIS is a petition under Sections 391 and 394 of the Companies Act, 1956 by which the applicants seek an amalgamation of Ganesh Synthetics Private Limited (Transferor Company No. 1), Abhinav Investments Private Limited (Transferor Company No. 2), Ginni Power Limited (Transferor Company No. 3), Goodworth Merchants Private Limited (Transferor Company No. 4), with Ginni Filaments Limited, Transferee Company.
(2.) THE present petition seeks a sanction of scheme of arrangement in terms of which the transferor companies are to merge with the transferee company. The scheme also seeks a conversion of the debt word by the Transferor Companies in the Transferee Companies into equity. The Scheme seeks to implement the decisions taken by the term lenders of the transferee company, which was to maintain a debt equity ratio of 1.85. The Transferee Company has sought to achieve this by converting various loans granted to it by the transferor company into equity. The applicant company has brought on record communications from the Corporate Debt Re -structuring Cell formed by the Reserve Bank of India whereby the committee formed is monitoring the scheme of the applicant company and has accorded approval to the conversion of the unsecured loans representing the lending by the transferee company into equity. The other facts are that scheme of amalgamation was initially approved by the Board of Directors of the Transferor Companies and Transferee Company on 19 -12 -2007. After getting approval from various quarters, the Company Application No. 18 of 2008 was filed before this Court on 30 -7 -2008 and on 1 -8 -2008. This Court passed an order for the convening of meeting of the shareholders, secured creditors of the Transferor Company and the unsecured creditors of the Transferee Company.
(3.) PUBLICATIONS were made in Newspapers and meetings were held, subsequently in compliance of the orders of this Court dated 1 -8 -2008, the reports of the chair persons appointed for the Transferor Companies and of the Transferee Company for holding the meeting of the shareholders and the unsecured creditors are all on the record of this case.;