S.K.KESHOTE,J. - (1.) IN the petition, the prayer has been made that the compromise/ arrangement of amalgamation of Transferor companies in the transferee company, may be sanctioned so as to be binding on all the equity shareholders and creditors of the petitioner company.
(2.) ON the notice of the petition, the Regional Director, Northern Region, Department of Company Affairs, Ministry of Finance, Kanpur has submitted an affidavit stating therein that the Central Government has no objection to the sanction of the proposed scheme of amalgamation and the case may be decided by the Court on merits. The Official Liquidator submitted his report in the matter on 11 -9 -2002. In the report he has raised two fold objections against the sanction of scheme of amalgamation of the transferor companies in the transferee company. The first objection is regarding the fractional shares to be payable to the shareholders in addition to the proposed exchange ratio in respect of Transferor Companies and the second objection is that there is no formal prayer made in the petition for dissolution of the transferor companies without the process of winding up.
(3.) THE Court has also raised an objection that in the petition it is not disclosed that no proceedings are initiated or pending against the transferee company or any transferor companies, under sections 235 to 251 of the Companies Act, 1956.;