C.A.(CAA) 11/NCLT/AHM/2017. Case: In Re: Bhanderi Corporation Limited Vs. Company Law Board

Order:

Bikki Raveendra Babu, Member (J), (Ahmedabad Bench)

1. M/s. Bhanderi Corporation Limited (hereinafter referred to as the "transferee company) has filed this application under Sections 230 to 232 of the Companies Act, 2013.

2. The applicant transferee-company is a Public Limited company. The Board of Directors of the applicant-company passed a resolution on 17th November, 2016 (Annexure "C") approving a Scheme of Amalgamation whereby the applicant transferee-company will acquire five other companies, viz. Bileshwar Infrastructure Private Limited, Brahmani Buildcon Private Limited, Dharnidhar Construwell India Private Limited, Shreenathji Vastucon Private Limited and Tulsi Infradevelopers Private Limited ("Scheme" for short). A copy of the said Scheme is produced at Annexure "D" to the application. It is stated in the application that all the shareholders of the applicant-company have given their approval to the Scheme in the form of written consent letters. It is also stated that all the shareholders have given up their right to attend the meeting for the purpose of considering such resolution. Chartered Accountant of the applicant-company gave a certificate confirming that there are in all 13 shareholders of the applicant-company, i.e. 11 equity shareholders and 2 preference shareholders and all of them gave their consent to the proposed Scheme of Amalgamation. The said certificate of Chartered Accountant is produced at Annexure "G". It is stated in the application that the applicant-company has no secured creditors. It is also stated in the application that the interests of the creditors of the applicant-company shall not be affected in any manner as a result of the proposed Scheme of Amalgamation. It is further stated in the application that the proposed Scheme does not envisage any arrangement or compromise with the creditors of the applicant transferee-company. It is further stated in the application that the applicant-company undertakes to fulfil all its liabilities towards creditors in its normal course of business. The applicant-company also produced a certificate issued by Chartered Accountants at Annexure "H" confirming that the net worth of the applicant-company as on 30th September, 2016 prior to giving effect to the proposed Scheme was Rs. 57,49,15,006/- whereas after the Scheme coming into effect, the net worth of the applicant-company would be approximately Rs. 75,57,30,347/-.

3. In this application, the applicant transferee-company is seeking dispensation of meeting of shareholders (both equity and preference) of the applicant-company for the purpose of considering and, if thought fit, approving, the proposed Scheme of...