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TMI Blog2007 (8) TMI 465X X X X Extracts X X X X X X X X Extracts X X X X ..... me of arrangement/merger ( Annexure A-12) as prayed. It is however made clear that the sanction so granted by this Court would be subject to grant of sanction by other High Courts. A separate order as per rules 81 and 84 in Form Nos. 41 and 42 is accordingly, passed. Petitioner to pay fees of standing counsel for the Central Government ₹ 10,000. - COMPANY PETITION NO. 4 OF 2007 - - - Dated:- 30-8-2007 - A.M. SAPRE, J. A.K. Chitale and V. Atre for the Petitioner. Vinay Zelawat for the Union of India. R.L. Saraswat for the Official Liquidator. JUDGMENT 1. This company petition is filed by a limited company known as "Asian Telephone Services Limited" (hereinafter referred to for brevity "transferor-company ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ( i.e., Gujarat) praying for similar sanction for amalgamation of these 6 transferor-companies with transferee-company, which has granted sanction to the proposed amalgamation during pendency of this petition. 2. It is averred that transferor-company is wholly, owned subsidiary company of transferee-company having its authorised share capital of Rs. 11,80,00,000 whereas paid-up capital of Rs. 10,80,00,000 each share of Rs. 10. It is alleged that all the shares of transferor-company are held by transferee-company who has given their consent in writing dated 27-2-2007 for the proposed amalgamation. It is also alleged that there are no secured creditors of the transferor-company whereas there is only one unsecured creditor of transferor-c ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... pany Petition No. 2 of 2007 this Court passed following order : "9. It is apart from the fact that when similar order granting exemption has also been passed by other Company Judges who are seized of the company petitions of other transferor-companies then in order to maintain consistency in passing judicial orders in identical cases, I also grant exemption to petitioner as prayed. 10. In view of foregoing discussion, I am satisfied that a case for grant of exemption from convening the meeting of shareholders and creditors of petitioner-company is made out. As a consequence, the petitioner is accordingly, granted exemption from convening meeting of shareholders as also that of creditors (secured/unsecured) of transfer company. 11. Th ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... dore. The petitioners in compliance to aforesaid order ensured its compliance. It was accordingly, taken note of by this Court in its order dated 9-5-2007. Similarly, pursuant to notices issued to authorities specified above, the Regional Director filed an affidavit on 8-5-2007 so as also the Official Liquidator who filed his reply on 9-5-2007. Perusal of affidavit dated 8-5-2007 filed by Regional Director revealed that it did not contain full particulars as are required to be taken note of in terms of section 391/394 ibid and hence, this Court granted further opportunity to Regional Director for filing additional affidavit and also for production of the report of Registrar of Companies, Gwalior. Pursuant to this order and order dated 18- ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... revenue. Indeed all persons, who are directly or indirectly associated and dealing with the transferor-company, such as shareholders, creditors, Registrar of the Companies, Regional Director, Companies Affairs 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 by giving their no objection certificates. 10. It cannot be disputed that all such schemes are essentially meant for shareholders and creditors of the company. When the entire body of shareholders and creditors do not object to it and on the other hand approves it in express terms by giving their no objection for the said pu ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ity with the requirement of law as provided in proviso to section 394 ibid and secondly, affairs of the company in question are conducted in the manner not prejudicial to the interest of its members or public interest. It is also opined that on examination of records of the company and getting the audit, etc., done, the same has been found in order. 13. It may also be relevant to mention that during pendency of this petition, Gujarat High Court by order, dated 3-7-2007 passed in Company Petition No. 77 of 2007 has granted sanction to the Scheme in question at the instance of transferee-company. In this view of the matter and under these circumstances, these petitioners are also entitled to claim sanction from this Court to the scheme ..... X X X X Extracts X X X X X X X X Extracts X X X X
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