9911796707
TMI Blog2009 (4) TMI 453X X X X Extracts X X X X X X X X Extracts X X X X ..... ther persons. Hence, both the petitions are heard together and are being disposed of by this order. 2. The transferor company was incorporated on 19-6-985 under the provisions of the Companies Act, 1956 with the Registrar of Companies, Karnataka, Bangalore to carry on the business of manufacture, conversion, procession, production, packing, refining, maintaining, exporting, importing, buying, selling, rendering of services of all and every kind and acting as agents of all types and forms of food stuffs and eatables including biscuits, bread, cakes, pastries etc. The registered office of the transferor company is situate at No. 17/1, Campbell Road, Austin Town, Bangalore - 560 047. 3. The transferee company was incorporated on 19-9-1996 un ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... nsation of the meetings of the shareholders and creditors for approving the Scheme of Amalgamation. This Court, by its order dated 1-12-2008, allowed the said application and dispensed with the meetings of the shareholders and creditors of the transferor company. 7. Co. P. 131/2008 was filed by the transferor company on 5-12-2008 and this Court, by its order dated 8-12-2008, issued notice to the Regional Director and to the Official Liquidator. The transferor company was also directed to take out notice of the petition in the newspapers. 'The Hindu' - an English daily and 'Udayavani' - a Kannada daily on or before 30-12-2008 notifying the date of hearing as 21-1-2009, Accordingly, notice of the petition was published in the said newspapers ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... g to exchange ratio of the shares to be allotted cannot be sustained in the light of the observations made by the Hon'ble Supreme Court in Miheer H. Mafatlal v. Mafatlal Industries Ltd. [1996] 10 SCL 70 . 12. Learned counsel for the Official Liquidator and the Registrar of Companies submit that they have no objection for grant of the Scheme of Amalgamation at Annexure-A. It is stated that the scheme will be beneficial to the transferor company and its creditors and also the respective members of the transferee company and will result in better and more efficient operation of the transferee company, post amalgamation. Accordingly, I make the following order : (a)The Scheme of Amalgamation at Annexure-A is hereby sanctioned; (b)the petitio ..... X X X X Extracts X X X X X X X X Extracts X X X X
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