9911796707
TMI Blog2004 (7) TMI 369X X X X Extracts X X X X X X X X Extracts X X X X ..... ance, Kanpur has submitted an affidavit stating therein that the Central Government has no objection to the sanction of the proposed scheme of amalgamation and the case may be decided by the Court on merits. 3. The Official Liquidator submitted his report in the matter on 11-9-2002. In the report he has raised two fold objections against the sanction of scheme of amalgamation of the transferor companies in the transferee company. The first objection is regarding the fractional shares to be payable to the shareholders in addition to the proposed exchange ratio in respect of Transferor Companies and the second objection is that there is no formal prayer made in the petition for dissolution of the transferor companies without the process o ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... s all these objections raised in the matter either by the Official Liquidator in his report or the Court, stand cured. 9. The object and purpose to obtain sanction of the Court of proposed scheme of amalgamation of the transferor companies in the transferee company has been detailed in para No. 4 of the petition. 10. The transferee company and transferor companies moved separate applications for direction to convene a meeting of equity shareholders and creditors, under section 391 of the Companies Act, 1956 before this Court on 17-10-2002. On the said applications the Court pleased to order for holding the meetings of the equity shareholders and creditors of respective companies on 4-1-2003 at the registered office of the Companies ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... e company are given in para No. 2 of the petition. 14. The details of incorporation of Transferor Company, Bhutoria Agricultural Farms Private Limited, its share capital, issued, subscribed and paid up capital has been given in para No. 4 of the petition. 15. The details of incorporation of Transferor Company, Nirmal Dairy Private Limited, its share capital, issued, subscribed and paid up capital has been given in para No. 5 of the petition. 16. The details of incorporation of Transferor company, Bhutoria Stamping Private Limited, its share capital, issued, subscribed and paid up capital has been given in para No. 5 of the petition. 17. The objects of the transferee company set out in its memorandum and articles of associati ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... am satisfied that the transferor and transferee companies have disclosed to the Court all the material facts relating to them as required under proviso to sub-section (2) of section 391 of the Act, 1956. The scheme of amalgamation of the transferor companies in the transferee company has been unanimously approved by all the shareholders and creditors. The Central Government, as said earlier, has no objection to the scheme of amalgamation if granted by this Court. Thus, I do not find any legal or factual impediment to grant/sanction the scheme of amalgamation of the transferor companies into the transferee company. 24. In these facts and having been satisfied on the basis of the material produced on the record, I am of the view that the ..... X X X X Extracts X X X X X X X X Extracts X X X X
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