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1999 (11) TMI 798

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..... per Products Ltd. ( 11 ) Palitana Investment Ltd. ( 12 ) Venture Global Ltd. ( 13 ) Tarzan Udyog Viniyog Ltd. (Transferor-Companies) with Prapti Traders (P.) Ltd. (Transferee-Company). 2. The registered offices of the Transferor-Companies No. 1 to 5 are situated within the jurisdiction of this Court and Transferor-Companies No. 6 to 13 and the Transferee-Company are within the jurisdiction of Calcutta. The Calcutta High Court by order dated 21-9-1999 has already accorded sanction in terms of prayer ( a ) to ( k ) of the petition. In this petition, notices were issued to the Regional Director and the Official Liquidator and citation was published in Times of India (English) and Veer Arjun (Hindi) . Citations have been published. The .....

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..... ated the circumstances, reasons and grounds that have necessitated and/or justify the scheme of amalgamation as under : ( a )The transferor-companies and the Transferee-Company are all engaged in the business of investing and/or dealing in shares and securities. AIL, GTPL, LSPL, MTSL, NPPL, MCPL, VEL, TUVL and CHPL also carry on the business of providing finance. VGL also carries on the business of providing finance and trading in leather garments, card terminals and software. All the Equity Shares issued by DSPL, MCPL and CHPL and all the Preference Shares issued by AIL, GTPL, LSPL, MTSL and VEL are held by the Transferee-Company and/or its nominees. The Transferee-Company also holds Equity Shares in TMSL, PIL, VGL and TUVL. Further the .....

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..... and in general, the said business will be carried on more economically and profitably under the Scheme. ( g )The said Scheme will contribute in furthering and fulfilling the objects of the companies concerned and enable optimum growth and development of their combined business. ( h )The said Scheme will thus have beneficial results for the said companies, their shareholders, employees and all concerned. 5. I have heard the learned counsel for the petitioners, the Regional Director and the learned counsel appearing for the Official Liquidator. 6. I have carefully considered the scheme of amalgamation. The rights and interests of the shareholders, creditors and employees are not likely to be jeopardised. The scheme of amalgamatio .....

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