EXEDY CEEKAY LIMITED Vs. CEEKAY DAIKIN LIMITED

JUDGEMENT

(1.) THIS is a petition filed under section 394 of the Companies Act, 1956 (for short 'the Act') for seeking approval of amalgamation between the petitioner, Exedy Ceekay Limited (transferor company) and Ceekay Daikin Limited (transferee company).

(2.) THE relevant facts are that the petitioner company had filed company petition No. 221 of 1999 wherein a prayer was made for a direction for convening, holding and conducting meetings of the shareholders and creditors of the petitioner company, and for appointment of a Chairman and alternate Chairman for holding such a meeting. On 23 September, 1999, the said petition had been allowed and it was directed that a meeting of the shareholders and the creditors of the petitioner company should be held. Report of the meeting of the creditors and shareholders had been filed. It has been reported that they have no objection. It has been pleaded that the Board of directors had already passed a resolution approving the scheme of amalgamation. The petitioner company had secured creditors to the tune of Rs. 29,26,000 and unsecured creditors to the tune of Rs. 6,64,06,813.11. The principal provisions of the scheme of amalgamation have been mentioned which are as under :

(3.) NOTICE of the said petition had been issued to the Regional Director, Northern Region, Department of Company Affairs, Kanpur, who has pointed out that the affairs of the company do not appear to have been conducted in a manner prejudicial to the interest of its members or public interest. Subject to the decision of the Bombay High Court, it has no objection in this regard.