Sunil Ambwani, J. - (1.) THIS confirmation petition has been filed by Surya Commercials Ltd., ("transferee company") and Nidhi Commercial Enterprises Ltd., ("transferor company") seeking sanction of the proposed scheme of amalgamation by which Nidhi Commercial Enterprises Ltd., the transferor company, is proposed to be amalgamated in Surya Commercials Ltd., the transferee company, in terms of the scheme of amalgamation, a copy of which has been annexed to the company petition as annexure 1.
(2.) BY order dated March 24, 2005, in Company Application No. 4 of 2005, filed on February 2, 2005, both the companies were directed to convene separate meetings of their equity shareholders to consider the scheme of amalgamation, meetings of creditors were not required as the two companies had no creditors. Sri Vikash Chandra Tripathi, advocate was appointed as the chairman and Sri Rajiv Gupta, advocate, as alternate chairman for the said meetings. The notices of the meetings, besides despatch by post under certificate of posting, were also required to be published in Hindustan Times (English daily published from Lucknow), Economic Times (English daily published from New Delhi) and Dainik Jagaran (Hindi daily published from Kanpur Nagar). The notices were duly despatched and published.
(3.) SRI Vikash Chandra Tripathi, chairman for the above meetings, has filed his two reports both dated May 21, 2005, about the result of each of the two meetings with his affidavit dates May 26, 2005, (filed on May 26, 2005). He has verified that the meetings were duly held at the time and place as directed by this Court vide order dated March 24, 2005. The meetings of the shareholders of the transferee company was attended in person or by proxy by 10 persons representing 100 per cent, of the shareholding and the meeting of the shareholders of the transferor company was also attended by 10 persons representing 100 per cent, of shareholdings. The shareholders present in the meetings considered and scheme of amalgamation was approved unanimously without any modification. The present Company Petition No. 22 of 2005, filed on May 27, 2005, seeks sanction of the proposed scheme of amalgamation. This court, vide order dated August 8, 2005, fixed October 18, 2005, as the date for hearing of the petition and directed that the notices of the petition be published in the same three news papers in which notices convening the meetings were ordered to be published. Notices of the petition were also directed to be served on the official liquidator, U.P., Allahabad and Regional Director, Northern Region, Ministry of Company Affairs, Noida. The petitioner companies were also directed to file original documents pertaining to the meetings.;