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TMI Blog2009 (1) TMI 483X X X X Extracts X X X X X X X X Extracts X X X X ..... ved. An undertaking affidavit has been given by the company in this regard. Accordingly the order is passed approving the Scheme of Amalgamation as carried through in the resolution under the chairmanship of the person appointed by this Court subject to the sanctioning of Scheme by Bombay High Court. - C.P. NO. 164 OF 2008 (O&M) AND C.P. NO. 135 OF 2008 - - - Dated:- 16-1-2009 - K. KANNAN, J. Deepak Suri and D.P. Ojha for the Official Liquidator. JUDGMENT 1. This application has been filed under sections 391 to 394 of the Companies Act, 1956 for sanctioning and approval of the Scheme of Amalgamation between the Punjab Tractors Limited having its office at Phase IV, Industrial Area, S.A.S. Nagar (Mohali), Punjab and M ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... mmed Limited subsequently changed to Mahindra Mahindra Limited (M M) with effect from 13-1-1948. The M M Company was engaged in the business of manufacture and sale inter alia, of tractors, general purpose utility vehicles, light commercial vehicles and three wheelers. The Memorandum of Association of the transferee company also makes provision for amalgamating with any other company having objects altogether or in any part similar to those of the company. 4. The rationale of the Scheme of Amalgamation spelt out:- ( i )Cost savings in terms of economies of scale, sourcing benefits, vendor rationalisation, more focused operational efforts, rationalisation, standardisation and simplification of business processes and productivity im ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... and powers of every kind, nature and description whatsoever, privileges, liberties, easements, advantages, benefits and approvals, shall without any further act or deed, but subject to the charges affecting the same be transferred and/or deemed to be transferred to and vested in the transferee company as a going concern so as to become the assets and liabilities of the transferee company. Provided always that the Scheme shall not operate to enlarge the security for any loan, deposit or facility availed of by the transferor company and the transferee company shall not be obliged to create any further or additional security therefor after the effective date or otherwise. 4.2 In respect of all the movable assets of the transferor company a ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... to the end and intent that the right of the transferor company to recover or realise the same stands transferred to the transferee company and that appropriate entries should be passed in their respective books to record the aforesaid changes. 4.5 The transfer of assets and liabilities pursuant to clause 4.1 above and the continuance of proceedings by the transferee company pursuant to clause 7 shall not affect any transaction or proceedings already concluded by transferor company on or before the appointed date or after the appointed date till the effective date to the end and intent that the transferee company accepts and adopts all acts, deeds and things done and executed by the transferor company in regard thereto, as if done and exe ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... the equity shareholders be convened by the petitioner/transferor company for the purpose of considering and if thought fit, approving with or without modifications, the Scheme of Amalgamation. The meeting of shareholders was accordingly held on 15-11-2008 and Mr. Aman Chaudhary, Advocate was appointed by the Court to act as a Chairman. Out of the 338 votes, which were duly polled at the meeting, 337 equity shareholders voted in favour of the resolution and one equity shareholder voted against the resolution. Since 99.7041 per cent of the equity shareholders who cast valid votes, voted in favour of the resolution, resolution was passed on the basis of majority votes. It is reported that no investigation proceedings are pending under section ..... X X X X Extracts X X X X X X X X Extracts X X X X
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