Baboo Lall Jain, J. - (1.)This is an application made under sections 391(2) and 394 of the Companies Act, 1956, for sanction of the scheme of amalgamation being annexure "A" to the petition. The scheme envisages amalgamation of Maknam Investments Ltd. (hereinafter shortly referred to as "Maknam") and Namtok Investments Ltd. (hereinafter shortly referred to as "Namtok") being the two transferor companies with India Foils Ltd. (hereinafter referred to as "IFL") being the transferee-company.
(2.)The case of the petitioner is, inter alia, to the effect that Maknam has an issued, subscribed and paid-up capital of Rs. 15 crores. Namtok has a paid-up capital of Rs. 14,50,0'0,000. The transferee-company, i.e., IFL, has a paid-up capital of Rs. 6,66,88,980 divided into 66,68,898 equity shares of Rs. 10 each fully paid up.
(3.)Pursuant to an order dated September 19, 1994, made by this court at the petition of the said transferee and transferor companies, meetings were held under the different chairmen appointed by this court. The said meetings were held on October 26, 1994. At the meeting of the shareholders of Maknam 99.98 per cent of the shareholders attended the meeting and they all voted in favour of the scheme and no one voted against the scheme. At the meeting of equity shareholders of Namtok, 99.90 per cent. of the shareholders attended the meeting and they all voted in favour of the scheme. At the meetings of the preference shareholders of Maknam and Namtok, the preference shareholders who attended the meeting, voted in favour of the scheme. At the meeting of India Foils Ltd. out of holders of 66,68,898 shares, holders only of 33,16,051 shares attended the meeting. Out of the shareholders attending and voting at the said meeting, holders of 33,10,950 shares voted in favour of the scheme, and holders of 723 shares voted against the scheme. The percentage of the persons who voted against the scheme, so far as IFL is concerned, works out to .02 per cent. and of those who voted in favour of the scheme comes to 99.98 per cent. The other shareholders, holding 4,378 shares, who were present in the meeting did not cast their votes. The instant application was made for final sanction of the scheme. None of the holders of the 723 shares, who voted against the scheme, have appeared before this court to oppose this application. So far as the Union of India is concerned, it was served with a notice of this application and it has expressed through its advocate that the Union of India has no objection to the sanction of the scheme.
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