Shiv Kumar Sharma, J. - (1.) SHUBH Shree Seeds Private Limited (Transferor Company) filed Company Petition No. 5 of 2008 and Energy Seed International Private Limited (Transferee Company) filed Company Petition No. 6 of 2008 under Sections 391 to 394 of the Companies Act, praying therein for passing of Amalgamation of the petitioner transferor company with petitioner Transferee Company.
(2.) M /s. Subh Shree Seeds (P.) Ltd. was originally incorporated on 28 -4 -1999 by Registrar of Companies, Jaipur with the name "Subh Shree Seeds Private Limited with the number 17 -015565 of 1999 -2000 (CIN No. 401122 RJ 19999 PTC 015565). Later on consequent upon change in the name of the Company to the present name Shubh Shree Seeds Private Limited with fresh certificate incorporation on 18 -10 -2000. The registered office of the petitioner company is situated at 306, Shekhawati Complex, Station Road, Jaipur. The equity authorised share capital of the Transferor Company on 1 -4 -2007 was Rs. 1 crore divided into 1 lakh equity shares of Rs. 100 each. Issued, subscribed and paid up share capital as on April 1, 2007 was 90,000 equity shares of Rs. 100 each (Total Rs. 90 lakhs). M/s. Energy Seed International Private Limited (Transferee Company) was incorporated under the Companies Act, 1956 on 13 -4 -2005 having its registered office at 309, Shekhawati Complex, Station Road, Jaipur. The authorised share capital of the petitioner transferee company as on 1 -4 -2007 was 1,50,000 equity shares of Rs. 100 each (total Rs. 150 lakhs). Issued, subscribed and paid up shares capital 1,21,410 equity shares of Rs. 100 each (Total 121.41 lakhs). The petitioner company had paid up share capital of Rs. 49.41 lakhs and share application money of Rs. 72 lakhs and the allotment of the shares with respect to the application money to Rs. 72 lakhs was made after 31 -3 -2007.
(3.) THE Board of Directors of the petitioner Transferor Company in its meeting dated 15 -12 -2007 approved the scheme of amalgamation. The Board of Directors of Transferee company has also in its meeting held on 15 -12 -2007 approved the scheme of amalgamation. The transferor company filed company application No. 2 of 2008 before this Court. The transferor company in pursuance to the order of this Court dated 11 -1 -2008, held meetings of the secured creditors and unsecured creditors on 23 -2 -2008. In the meeting of secured creditors, none of the secured creditor was present. In the meeting of the unsecured creditors it was unanimously approved carrying into effect the Scheme of Amalgamation. The transferee company filed company application No. 1/2008 and in pursuance to the order of this Court dated 11 -1 -2008, the meeting of the secured creditors was held on 23 -2 -2008 and only one secured creditor, i.e., HDFC Bank holding the value of Rs. 83,46,963.74 was present and approved the scheme as proposed. In the meeting of the unsecured creditors all unsecured creditors unanimously approved carrying into effect the scheme of amalgamation, in these circumstances the transferor company and transferee company submitted that the scheme is bound to be in the interest and benefit of the shareholders, secured and unsecured creditors of the petitioner transferor company and petitioner transferee company.;