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TMI Blog2004 (7) TMI 378X X X X Extracts X X X X X X X X Extracts X X X X ..... ort called "EL , "EML") and Malbros Investment Limited (for short called "Malbros"). In terms of the scheme of arrangement which is essentially in the nature of merger/demerger of undertakings, it is proposed to transfer the Automobile undertaking of EL to EML and merger amalgamation of Malbros with EL. As stated supra the detailed terms/conditions of the proposed merger/demerger are set out in the scheme of amalgamation/composition in Ex. G . 2. The amalgamation/merger is sought essentially on the grounds, inter alia that it will facilitate synergies of the size and financial leveraging of the business of the automobile undertaking, that it will result in consolidation of the investment business of EL and would serve in best i ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... in its order dated 9-2-2004 passed in Co. P. No. 1/2003 for issuance of notices to shareholders and creditors. The chairman has then submitted his report dated 31-3-2004 (Ex. I ) in terms of rule 78 of the Company Court Rules, 1959. 4. Similarly, this court in terms of the requirement of the Act and the Rules issued, notice of this petition to the Registrar of Companies invited their objections in the form of representation to the proposed scheme/ arrangement/demerger. Accordingly, the Registrar has filed an affidavit dated 7-7-2004 of one Chakradhar Paik, Regional Director, working in the office of the Registrar of Companies. In this affidavit it is stated that Registrar has no objection to the acceptance of the scheme proposed. In ot ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... le feature of any kind or illegality or lacking bona fide in the scheme so proposed, it also does not appear to have been framed to defeat the rights of the creditors or any class of creditors or even any class or group of minority shareholders or to defeat any governmental dues or Revenue. Indeed all persons, who are directly or/and indirectly associated and dealing with the petitioner-Company (EML) such as share-holders, creditors, Registrar of the Companies have given their no objection certificate/consent for approval of the scheme in question. As taken note of supra, the Scheme in question has been unanimously passed and approved by shareholders and creditors in their meeting held on 27-3-2004 by the Chairman appointed by this cour ..... X X X X Extracts X X X X X X X X Extracts X X X X
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