(1.) COMPANY Petition No. 326 of 2003 is filed by transferor company while Company Petition No. 327 of 2003 is filed by the transferee company. The transferor and transferee companies have sought approval and sanction from this Court for the scheme of arrangement, of amalgamation of the transferor company into the transferee company. Under the scheme, all properties and assets of the transferor company along with it's liabilities are proposed to be taken over by transferee company.
(2.) BY two separate orders dated 7th February, 2003 in Company Application No. 73 of 2003 and Company Application No. 74/03 filed by transferor and transferee companies, this Court directed holding of the separate meetings of the equity shareholders of transferor as well as transferee company. The Court however, dispensed with the holding of the meetings of the creditors of both the transferor and transferee companies for the reasons stated in the said orders. Accordingly, separate meetings of the equity shareholders of the transferor and transferee companies were held on 21st March, 2003. The resolutions approving the scheme of amalgamation were passed in both the meetings requisite statutory majority.
(3.) AFTER having obtained the necessary approval in the meetings of the equity shareholders, the transferor and transferee companies have filed these petitions for approval and sanction of the schemes by this Court under section 391/394 of the Companies Act, 1956. At the time of admission of the petition, the Court directed issuance of the notices of the Official Liquidator in case of the transferor company and notices to the Regional Director, Department of Company affairs in both the petitions. The Court also directed publication of notices in the newspapers and service and individual notices to the creditors of the transferor and transferee companies. In both the petitions, transferor and transferee have filed the necessary affidavits proving services of notices as ordered by the Court. The Official Liquidator has submitted his report dated 11th June, 2003 stating that the affairs of the transferor company have not been conducted in a manner prejudicial to the interest of it's members or to public interest. Shri Kom, Official Liquidator present in person states his 'no Objection' for sanctioning of the scheme. Shri Chakradhara paik has filed an affidavit dated 13th May, 2003 stating that he finds that the scheme is not prejudicial to the interest of the creditors and shareholders. The learned Counsel for the Regional Director states that the Regional Director has no objection for sanctioning of the scheme.