Sushil Harkauli, J. - (1.) The above petition coming on for hearing on 6-3-2000 upon reading the said petition, the order dated 23-12-1999 whereby the said company was ordered to convene a meeting of the preference shareholders and equity shareholders of the petitioner company for the purpose of considering, and if thought fit, approving, with or without modification, the Scheme of Amalgamation proposed to be made between the said company and Triveni Engineering & Industries Limited and annexed to the affidavit of Mr. Vinay Gupta filed in CA No. 34 of 1999 on the 21-12-1999, the Pioneer (English) (Delhi and Lucknow editions) and Veer Arjun (Hindi) dated 6-1-2000 each containing the advertisement of the said notice convening the said meetings directed to be held by the said order dated 23-12-1999, the affidavit of Mr. KK Shangloo filed the 18-1-2000 showing the publi- cation and dispatch of the notices convening the said meetings, the reports of the Chairman of the said meetings (respectively dated 3-2-2000 as to the result of the said meetings) and upon hearing Mr. R.P. Agarwal, advocate for petitioner, Mr. Sri Ram, Official Liquidator and it appearing from the reports of the Chairman that the proposed scheme of Amalgamation has been approved unanimously by preference and equity shareholders, present and voting in person or by proxy, the affidavits dated 21-2-2000 of the Regional Director, Northern Region, Department of Comrany Affairs, Kanpur on behalf of the Central Government inter alia stating that the affairs of the petitioner company do not appear to have been conducted in a manner prejudicial to the interest of its members or to the public interest, the Official Liquidator also having filed the Reports on 23-2-2000 stating therein that the affairs of the Transferor Company have not been conducted in a manner prejudicial to the interest of its members or to the public interest and that the Transferor Company be dissolved without following the process of winding up and no objections having been received from any quarter; this Court doth hereby sanction the scheme of Amalgamation set forth in Annexure 1 to the Petition and doth hereby declare the same to be binding on all the members of the Petitioner Company and also of the Transferor Company, i.e., Triveni Engineering & Industries Limited. This Court doth order that as more elaborately provided in the Scheme of Amalgamation as sanctioned by this Court - 1. all the property, rights and powers of the Transferor Company specified in the first, second and third parts of the Schedule forming part of Annexure 4 to the petition and all other property, rights and powers of the Transferor Company be transferred without further act or deed to the Transferee Company and accordingly the same shall pursuant to section 394(2) of the Companies Act, 1956, be transferred to and vest in the Transferee Company for all the estate and interest of the Transferor Company therein but subject never- thewless to all charges now affecting the same; and 2. all the liabilities and duties of the Transferor Company be transferred without further act or deed to the Transferee Company and accordingly the same shall, pursuant to section 394(2) of the Companies Act, 1956, be transferred to and become the liabilities and duties of the transferee Company; and 3. all proceedings now pending by or against the Transferor Company he continued by or against the Transferee Company; and 4. the Transferee Company do without further application allot to such members of the Transferor Company the shares in the Transferee Company to which they are entitled under the said Scheme of Amalgamation; and 5. the Transferor Company do within 30 days after the date of this order cause a certified copy of this order to be delivered to the Registrar of Companies for registration and on such certified copy being so delivered the Transferor Company shall be dissolved and the Registrar of Companies shall place documents relating to the Transferor Company, and registered with him on the file kept by him in relation to the Transferee Company and the files relating to the said two to the Transferee Company and the files relating to the said two Companies shall be consolidated accordingly; and 6. any person interested shall be at liberty to apply to the Court in the above matter for any directions that may be necessary.
(2.) The office is directed to draw the order in the prescribed form with such modification, as may be necessary.;