I.P. Mukerji, J. - (1.) DPSCL was registered under the Companies Act, 1956. Since 1919 it generated supplied and distributed electricity in an area of 618 sq. km. in the Asansol and Raniganj area of West Bengal. India Power Corporation Limited was also a company under the Companies Act, 1956. It was incorporated on 20th November, 2003. This company was engaged in wind power generation of about 100 MW in Gujarat, Rajasthan and Karnataka. DPSC and IPCL wanted to amalgamate under Section 391 to 394 of the Companies Act, 1956. They approached this court by filing applications under those sections.
(2.) IF one limited company wants to amalgamate with another it has to follow the procedure prescribed in Section 391 to 394 of the Companies Act, 1956. Section 391(1) and (2) are set out below. "391. Power to compromise or make arrangement with creditors and members - -(1) Where a compromise or arrangement is proposed - - (a) between a company and its creditors or any class of them; or (b) between a company and its members or any class of them The [court] may, on the application of the company or of any creditor or member of the company or in the case of a company which being wound up, of the liquidator, order a meeting of the creditors of class of creditors, or of the members or class of members, as the case may be to be called, held and conducted in such manner as the [court] directs. (2) if a majority in number representing three -fourths in value of the creditors, or class of creditors, or members, or class of members as the case may be, present and voting either in person or, where proxies are allowed [under the rules made under section 643], by proxy, at the meeting, agree to any compromise or arrangement, the compromise or arrangement shall, if sanctioned by [court], be binding on all the creditors, all the creditors of the class, all the members, or all the members of the class, as the case may be, and also on the company, or, in the case of a company which is being wound up, on the liquidator and contributories of the company." The transferor and the transferee companies have to hold separate meetings. In a meeting of the members or of the creditors or of both the classes in separate meetings, by a 3/4th majority of the persons present and voting each company has to approve its merger with the other company. Now, this meeting under the Companies (Court) Rules 1959 has to be widely advertised in the Official Gazette and in two newspapers. If the proposal is approved by the shareholders/creditors another application is presented to the court for sanction of the scheme. Notice of this application is required to be given to the Official liquidator and to the Central government. All interested parties can participate in the proceedings. Thereafter the respective schemes of amalgamation of the transferor and transferee companies are approved by the court. After the scheme is approved by the court the transferor company is dissolved without winding up
(3.) ON 17th April, 2013 this court sanctioned the scheme of amalgamation of IPCL and DPSCL. Under this scheme all the assets and liabilities of IPCL were transferred to and vested in DPSCL. The name of the latter would be changed to India Power Corporation Limited. After the order dated 17th April, 2013 the name of DPSCL, in terms of the scheme was changed to IPCL. IPCL has been dissolved without winding up. The change of name of DPSC to IPCL was effective from 27th August, 2013, although the Annual Report of the petitioner for the year 2012 to 2013 shows 1st August, 2011 as the date of effect being given to the change of name.;