MANMOHAN SARIN - (1.) By this common order, I would be disposing of company petition No. 180/95 filed by M/s. Sandarbh Properties Private Limited (hereinafter referred to as the transferor company) and company petition No. 181/95 filed by M/s. HCL Limited (hereinafter referred to as the transferee company). These petitions have been filed under Section 391 (2) read with Section 394 of the Companies Act, 1956 for approving the scheme of amalgamation of the transferor company with the transferee company.
(2.) It has been averred in the petition CP 180/95 that the transferor company had been carrying on inter alia the business of investment in shares of companies in particularly those in electronics and information technology industries. The transferor company was also engaged in the business of leasing of office automation equipment. It was held that the transferor company in keeping with its objects of doing business as manufacturer and dealers in electronic equipments, raw lectronic calculators, digital products, microprocessor based systems, mini computers etc should enter into the area of electronics and telecommunications. This is sought to be achieved by amalgamation with the transferee company, M/s. HCL Limited, which had been carrying on the business of manufacture and dealers in all kind of electronic and telecommunications equipments. The transferee company has the necessary business expertise and combining of the resources of the transferor company with the transferee company would be for the mutual benefit.
(3.) By orders dated 11-7-1995, made by this Court in company application No. 459/95 filed by the transferor company, the Court directed the transferor company and transferee company to convene the meeting of its equity shareholders/members of the company for the purpose of considering the amalgamation scheme proposed. Mr. K.K. Wadhera Advocate and Mr. Rajiv Mehra Advocate were appointed as Chairman and Dy. Chairman for holding the meetings of the transferor company. Mr. Arjun Sikri and Mr. Inder Bir Singh Alag, Advocates were appointed the Chairman and Dy. Chairman respectively for holding the meetings of transferee company.;