- (1.) S. P. Mehrotra, J. The present Company Petition under Sections 391 and 394 of the Companies Act, 1956 has been filed by KTC Private Limited having its Registered Office at 117/h-2/202, Pandu Nagar, Kanpur-208005, Uttar Pradesh (hereinafter also referred to as "the Transferor Company" or "the Petitioner-Transferor Company") and Leayan Overseas Private Limited having its Registered Office at 117/h-2/202, Pandu Nagar, Kanpur-208005, Uttar Pradesh (hereinafter also referred to as "the Transferee Company" or "the Petitioner-Transferee Company" ). The said two Companies collectively have hereinafter been also referred to as "the Petitioner-Companies".
(2.) IT appears that a Scheme of Amalgamation is proposed for the amalgamation of the Petitioner- Transferor Company with the Petitioner-Transferee Company. Copy of the proposed Scheme of Amalgamation has been filed as Annexure-A to the Company Petition, and appears at page 12 of the Paper Book of the Company Petition. It is, inter alia, prayed in the Company Petition that the proposed Scheme of Amalgamation be sanctioned by this Court so as to be binding with effect from 1st day of April, 2003 or from such other date as this Court may fix, on all the Members and Creditors (if any) of the Petitioner-Transferor Company and the Petitioner-Transferee Company and all concerned with such directions as the Court may deem fit. It is, inter alia, stated in the Company Petition that the object of the Company Petition is to obtain sanction of this Court to the proposed Scheme of Amalgamation of KTC Private Limited (i. e. Petitioner- Transferor Company) with Leayan Overseas Private Limited (i. e. , Petitioner-Transferee Company) whereby and whereunder the entire undertaking of the Petitioner -Transferor Company together with all its properties, rights, claims and liabilities relating thereto are proposed to be transferred to and vested in the Petitioner-Transferee Company on the terms and conditions fully stated in the proposed Scheme of Amalgamation. Copy of the proposed Scheme of Amalgamation, as mentioned above, has been filed as Annexure-A to the Company Petition.
(3.) AS regards the Petitioner-Transferor Company, it is, inter alia, stated in the Company Petition that the Petitioner-Transferor Company was incorporated on 7-12-1990 under the name Kanpur Trading Company Private Limited, which was changed to KTC Private Limited with effect from 27-9-2002; and that the Registered Office of the Petitioner-Transferor Company is situated at 117/h-2/202, Pandu Nagar, Kanpur-208005, Uttar Pradesh, within the jurisdiction of this Court. The main objects of the Petitioner-Transferor Company as set out in the Memorandum and Articles of Association of the Petitioner-Transferor Company are reproduced in paragraph 4 of the Company Petition.;