9911796707
TMI Blog2004 (5) TMI 313X X X X Extracts X X X X X X X X Extracts X X X X ..... nere" and/or "transferor company") and where by the undertaking of Canere shall, with effect from 1st October, 2003, the appointed date in terms of the Scheme of Arrangement, stand transferred to and be vested in the NPIL as going concern without any further act, deed, pursuant to section 394 of the Companies Act, 1956 (for short "Companies Act"). 2. The petitioner-company is a Public Limited Company, having its authorised, issued, subscribed and paid-up share capital as under : Authorised (Rs.) 5,00,00,000 Equity Shares of Rs. 10 each 5,00,00,000 15,00,000 Preference Shares of Rs. 10 each ( sic) 15,00,00,000 1,00,00,000 Unclassified Shares of Rs. 10 each ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... d with the proposal of merger of Canere with the NPIL (petitioner-company) with further endorsement that the said proposal is not prejudicial or adversely affects the rights of the equity shareholders of Morarjee also. The Resolution passed by the Morarjee at the meeting held on 15th January, 2004, and the Board of Directors meeting held on 30th January, 2004, are part of the record. 6. The facts, reasons and findings elaborated and recorded in Company Petition No. 73 of 2004 filed by Morarjee and the Company Petition No. 208 of 2004 filed by Canere is interlinked and interconnected with the present petition. Therefore, the said company petitions have to be treated as part and parcel of the present petition for all the purposes. 7. ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... esent in the said meeting and the Resolution was passed accordingly. It may be mentioned here that a Resolution was passed unanimously at the Extraordinary General Body Meeting of the petitioner-company held on 8th March, 2004 and the shareholders of the petitioner-company have accorded their consent under section 100 read with section 78 of the Act. The Special Resolution dated 8th March, 2004, is also part of the record. The details of the assets and liabilities of the petitioner-company as on 31st March, 2003, as well as, its sound financial position based on the latest audited account is also reflected on record in paragraphs 34, 35 and 36 of the Petition. It is clear that the assets of the petitioner-company are far in excess of its li ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ailable and notified, published and available with the requisite details and docu- ments, before to all concerned, including the shareholders, creditors and competent authorities. No objections were raised about the non disclo- sure of materials or documents. The Regional Director, Company Regis- trar - all these authorities have, after due verification of the record of the company, endorsed and reconfirmed that the Scheme is not against public interest, prejudicial to shareholders and all actions of the compa-nies are within the framework of law. There is nothing illegal, unjust, unsound or against public policy or interest. No other department have raised any objection. All the experts/professionals submitted their Rep- ort and opinion an ..... X X X X Extracts X X X X X X X X Extracts X X X X
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