SUSHIL HARKAULI, J. - (1.) COMPANY Petition No. 26 of 2003 has been filed jointly by the transferee company, namely, Jaypee Cement Ltd. (hereinafter referred to as JPC for short) and the transferor company, namely, Jaiprakash Industries Ltd. (hereinafter referred to as JPI for short) seeking sanction of the Court to a scheme of arrangement for amalgamation of the two companies by which JPI is to merge into JPC.
(2.) JPC is a wholly owned subsidiary of JPI, that is to say, that 100% paid up shares of JPC are held by JPI. Thus, the holding company is proposed to be merged into the subsidiary company. JPI has a paid up share capital of Rs. 176,21,69,810 consisting of 17,62,16,981 fully paid up equity shares of Ks. TO each. JPC has a paid up share capital of Rs. 418,00,00,000 comprising 41,80,00,000 fully paid up equity shares of Rs. 10 each. Company Petition No. 25 of 2003 seeks confirmation by the Court to the reduction of the paid up share capital of JPC from Rs. 418,00,00,000 comprising 41,80,00,000 fully paid up equity, shares of Rs. 10 each to Rs. 176,21,69,810 consisting of 17,62,16,981 fully paid up equity shares of Rs. 10 each. This reduction is sought consequent upon the sanction of the scheme of amalgamation by Company Petition No. 26 of 2003 under which the shareholders of JPI are to get one share of the amalgamated company in lieu of each share of JPI. An affidavit of the Company Secretary of JPI has been filed as paper No. A -15 testifying compliance of the court's order dated 9.4.2003 by service of this petition upon the Official Liquidator and the Central Government, i.e., the Regional Director, Northern Region, Department of Company Affairs, and advertisement in the newspapers Pioneer (English) and Dainik Jagaran (Hindi) both published from Lucknow ; and Economic Times and Hindustan Times both published in English from Delhi. The procedural requirements have been completed and there is no objection.
(3.) HOWEVER , because the occasion to consider the prayer in Company Petition No. 25 of 2003 can arise only after the Company Petition No. 26 of 2003 is disposed of, therefore, the Company Petition No. 26 is being considered first. Company Petition No. 26 of 2003;