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TMI Blog2003 (8) TMI 361X X X X Extracts X X X X X X X X Extracts X X X X ..... e transferor company No. 2 ) (petitioner No. 3). 1.1 It is, inter alia, prayed in the company petition that the proposed scheme of amalgamation may be sanctioned by this court, and the order be passed that the two transferor companies would stand dissolved without winding up on filing a certified copy of the order of this court with the Registrar of Companies, Kanpur. An affidavit of Ravi Agarwal, sworn on 22-4-2003, who has stated himself to be the director of all the three petitioner companies, has been filed in support of the company petition. 2. It appears that a scheme of amalgamation has been proposed for amalgamation of the transferor Company No. 1 (petitioner No. 2) and the transferor Company No. 2 (petitioner No. 3) with the transferee company (petitioner No. 1). A copy of the proposed scheme of amalgamation has been filed as Annexure No. 1 to the company petition. 3. It further appears that the aforesaid three petitioners as applicants filed a company application under sections 391 and 394 of the Companies Act, 1956, being Company Application No. 11 of 2003. 4. In paragraph No. 14 of the said Company Application No. 11 of 2003, it was stated as follows ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... areholders of Gobind Vanijya Ltd., Applicant No. 2, was attended by 22 equity shareholders in person or by proxy holding 4,93,800 equity shares of the paid up value of Rs. 49,38,000 out of the total paid up equity capital of Rs. 49,50,000. Thus the meeting was attended by shareholders representing 99.76% of the total voting strength. ( iii ) That the meeting of the equity shareholders of Ujala Mercantiles Ltd., Applicant No. 3, was attended by 8 shareholders in person or by proxy holding 4,89,900 equity shares of the paid up value of Rs. 48,99,000 out of the total paid up equity capital of Rs. 49,00,000. Thus the meeting was attended by shareholders representing 99.98% of the total voting strength." 7.2 In paragraph No. 7 of the said affidavit of Sri Ajai Bhanot, Advocate, Chairman of the said meetings, it is stated as follows: "7. That the following identical resolutions were passed unanimously at each of the aforesaid meetings : Resolved that the scheme of amalgamation of Gobind Vanijya Ltd. and Ujala Mercantiles Ltd. with Telesia Trading and Finance Ltd., which was circulated to the members along with the notice of the meeting and a copy of which has also been placed ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... the Official Liquidator, it is stated as follows : "That the scrutiny of the books of account and paper[s], the Official Liquidator submits that the affairs of both the transferor companies are not managed prejudicially to its members or to general public." 13 . Further, pursuant to the notice served on the Regional Director, Northern Region, Department of Company Affairs, Kanpur, Sri N.C. Nahata, Regional Director, Northern Region, Department of Company Affairs, Kanpur, has filed the representation/affidavit sworn on [ sic ]-6-2003 under section 394A of the Companies Act, 1956. It is, inter alia, stated in the said representation/affidavit that para 6 of the scheme of amalgamation provides that all the regular employees of the transferor companies shall become the employees of the transferee company without any break or interruption in their services upon sanctioning of the scheme of amalgamation by this court. 13.1 It is, inter alia, further stated in the said representation/affidavit of the Regional Director that the Central Government has no objection to the proposed scheme of amalgamation, and the same be decided by this court on merits. 14. Despite the notice ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... o. 2) does not accept any deposits from public. 15.5 It is, Inter alia, further stated in the company petition that the audited accounts of the transferor Company No. 1 (petitioner No. 2) have been presented to the shareholders up to the financial year ended on 31-3-2002, and that the transferor company No. 1 has prepared provisional accounts for the period 1-4-2002 to 31-1-2003 and got the same audited. Copy of the audited accounts for the financial year ended 31-3-2002 has been filed as part of the annual report and annexed as Annexure No. 7 to the company petition. Copy of the provisional accounts for the period 1-4-2002 to 31-1-2003 audited by the Chartered Accountants has been filed as annexure No. 8 to the company petition. 15.6 A summary of the financial position of the said transferor Company No. 1 (petitioner No. 2) has been given at page 6 of the company petition. 15.7 As regards, the transferee Company No. 1 (petitioner No. 2), it is, inter alia, stated in the company petition that the registered office of the transferor Company No. 1 (petitioner No. 2) is situated at 22/134, Sri Dwarkadhish Road, Kanpur-208001 within the jurisdiction of the Registrar of ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... the same audited. Copy of the audited accounts for the financial year ended 31-3-2002 has been filed as part of the annual report and annexed as Annexure No. 10 to the company petition. Copy of the provisional accounts for the period 1-4-2002 to 31-1-2003 audited by the Chartered Accountants has been filed as Annexure No. 11 to the company petition. 15.12 A summary of the financial position of the transferor Company No. 2 (petitioner No. 3) has been given at page 8 of the company petition. 15.13 The main provisions of the proposed scheme of amalgamation have been stated in paragraph No. 5 at pages 9 and 10 of the company petition. 15.14 The circumstances that have necessitated the proposed scheme of amalgamation and the objects sought to be achieved have been explained in paragraph No. 6 at pages 10 and 11 of the company petition. 15.15 As regards the exchange ratio in which shares of the transferee company shall be allotted to the shareholders of the transferor companies, it is, inter alia, stated at page 10 of the company petition that one equity share of Rs. 10 each fully paid up in the transferee company will be allotted for every one equity share of Rs. 10 ea ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... nder sections 235 to 251 and the like, are pending against any of the petitioner companies. 16. In view of the aforesaid discussion, it is evident that neither the transferee company nor the transferor Company No. 1, nor the transferor Company No. 2 has any creditor. It is further evident that the equity shareholders of the transferee company, the equity shareholders of the transferor Company No. 1 and the equity shareholders of the transferor Company No. 2 in their respective meetings, held pursuant to the order of this court, have approved the proposed scheme of amalgamation as per requirements of sections 391(2) and 394 of the Companies Act, 1956. 17. It is further evident that the Regional Director, Northern Region, Department of Company Affairs, Kanpur, has submitted his representation/affidavit as per the requirements of section 394A of the Companies Act, 1956, inter alia, stating that the Central Government has no objection to the proposed scheme of amalgamation. 18. It is further evident that the Official Liquidator has submitted his report being report No. 172 of 2003 in respect of transferor Company No. 1 and the transferor Company No. 2 as per the requireme ..... X X X X Extracts X X X X X X X X Extracts X X X X
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