Sunil Ambwani, J. - (1.) HEARD Shri R.P. Agarwal, learned Counsel for the petitioner -companies. The official liquidator, U. P. as well as the Regional Director, Northern Region, Ministry of Corporate Affairs, Noida, have filed their reports.
(2.) THE company petition for approving the "scheme of amalgamation" was advertised in the Hindustan Times (English) published from Lucknow and Amar Ujala (Hindi) published from Allahabad on July 20, 2007. No one, except the official liquidator and the Regional Director, Northern Region, Ministry of Corporate Affairs, Noida, has filed objections to the confirmation petition. An affidavit of service of Shri Naresh Roy, a director of the petitioner -company was filed on July 24, 2007. By an order dated July 12, 2007, made in Company Application No. 9 of 2007, the court had noticed that both the transferor and the transferee companies are closely held by members of the same family, with common business interest and while accepting board resolutions of the companies dated May 26, 2007 and the personal affidavits of all the shareholders of the transferor company and transferee company as well as the consent letters of secured creditors, namely, HDFC Bank and Federal Bank Ltd., and consent affidavit of all the unsecured creditors, the requirement of holding meeting of the shareholders and creditors for considering the "scheme of amalgamation" was dispensed with.
(3.) THE order directed: 1. The matter has come up after nomination by hon'ble the Chief Justice dated July 9, 2007. 2. By this company application the applicant -companies are seeking exemption from holding meetings for considering the scheme of amalgamation. Both the transferee and the transferor companies are private limited companies with four shareholders in the transferee company and eight in the transferor company (out of which four shareholders are common in both the companies). 3. The transferor company has authorised share capital of 50,000 equity shares of Rs. 10 each out of which 4,000 equity shares of Rs. 10 each are issued, subscribed and paid -up with reserve and surplus amount of Rs. 17.40 lakhs. The company has taken secured term loan of Rs. 5.5 lakhs and unsecured loan from the directors, HUF of Rs. 100.62 lakhs. The audited accounts of the transferor company of the financial year ended on March 31, 2007, is annexed to the application as annexure No. 6. The transferor company is running the business of restaurant, catering and confectionery. 4. The transferee company has authorised share capital of 49,000 equity shares of Rs. 100 each and 1,000 preference shares of Rs. 100 each out of which 37,100 equity shares of Rs. 100 each are fully paid -up. The transferee company is primarily engaged in the trading activities with fixed assets of Rs. 154.66 lakhs, secured term loan of Rs. 58.87 lakhs and unsecured loan of Rs. 67.23 lakhs. The audited accounts of the transferee company of the financial year ended on March 31, 2007, is annexed to the application as annexure No. 4.;