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TMI Blog2004 (4) TMI 310X X X X Extracts X X X X X X X X Extracts X X X X ..... uated at 122, 2nd floor, Trishla Building, Zaveri Bazar, Mumbai. Both the companies have placed on record the details of their authorised share capital, as on 31st March, 2003 based on Auditor s report, as of that date, with detailed summarised financial position. 2. In pursuance, to the objects, as set out in the Memorandum of Articles of Association, of both the companies, they have decided to propose, the Scheme of Amalgamation in question. The whole purpose of such scheme is that, as the nature of business of both the companies are identical and are under common management with common shareholders, therefore, to optimum utilisation of its management and its resources and to further reduce the administrative costs. They have decided ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ng and holding of meeting of equity shareholders, secured creditors, unsecured creditors have been dispensed with in view of the consent, given by all the equity shareholders, and secured and unsecured creditors, also in view of the averments, made in paras 15 and 18 of the affidavit, in respect of summons for direction dated 11th February, 2004 (Company Application No. 51/2004). The due notices as per the law have been issued and published. 4. By the order dated 20th February, 2004 the petition was admitted and fixed for final disposal on 1st April, 2004. The necessary notices have been published, including notices under section 394A to the Regional Director, and under section 394(1) upon the Official Liquidator, High Court, Bombay. ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... he Scheme is not prejudicial to the interest of public and/ or its shareholders, it is also a fit case, where arrangement of amalgamation, as prayed, is required to be sanctioned. 9. The Commercial exigencies and need of particular Company and its shareholders and reason for the respective decisions or Resolutions, in absence of any serious objection or prejudice to anybody, the Court will not sit over to reassess the wisdom of the Scheme. The scope of judicial review in such matters is very limited and definitely is not as that of an Appellate jurisdiction, unless whole scheme is unfair, unreasonable, contrary to law and public policy. 10. All the requisite and necessary and statutory legal formalities have been complied with and t ..... X X X X Extracts X X X X X X X X Extracts X X X X
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