S.K.KESHOTE,J. - (1.) THE applicants have filed this application under Sections 391(1) and 393 of the Companies Act, 1956 (hereinafter shall be referred to as 'the Act, 1956') for the direction of the Court to dispense with the meetings of the equity shareholders and the unsecured creditors of the applicant -transferor -company and also of the equity shareholders of the applicant -transferee -company to consider and approve the said scheme; and as to the issue and publication of notices and the convening, holding and conducting of the separate meetings of the preference shareholders and secured creditors of the applicant -transferor -company and the appointment of the Chairman for the meetings aforesaid.
(2.) DAMANGANGA Processors Limited (hereinafter shall be referred to 'the applicant -transferor -company') is a company duly incorporated under the Act, 1956 on 18th June, 1999; its registered office is situated at Pachpahar Road, Bhawanimandi (Rajasthan). The position of authorized, issued, subscribed and paid -up capital of the applicant -transferor -company as on 31 -3 -2005 is detailed out in para No. 5 of the application. The main objects of the applicant -transferor -company, as set out in the object clause of its Memorandum of Association, have been detailed out in para No. 6 of the application. The copy of the latest audited accounts of the applicant -transferor -company for the year ended on 31 -3 -2005 has been submitted as Annexure -C to the application. Sutlej Textiles and Industries Limited (hereinafter referred to as 'applicant -transferee -company') was incorporated on the 22nd day of June, 2005 under the name 'Sutlej Textile and Industries Limited' under the provisions of the Companies Act, 1956 as a public company limited by shares. A Copy of Memorandum and Articles of Association of the applicant -transferee -company has been annexed as Annexure -D to the application. The registered office of the applicant -transferee -company is situated at Pachpahar Road, Bhawanimandi (Rajasthan). The position of authorized, issued, subscribed and paid -up capital of the applicant -transferee -company as on 31 -3 -2005 is detailed out in para No. 11 of the application. The main objects of the applicant -transferee -company, as set out in the object clause of its Memorandum of Association, have been detailed out in para No. 12 of the application. In para No. 13 of the application, it has been mentioned that the annual accounts of the applicant -transferee -company have not been audited as it has been incorporated recently on 22 -6 -2005. Apart from paid -up capital and assets and liabilities as on 30 -6 -2005 stated in the application, the applicant -transferee -company has no other assets or liabilities.
(3.) THE applicants have filed this application to obtain sanction of the Court to a Scheme of Arrangement whereby and whereunder Textile Division, as defined in the Scheme of Arrangement, of the applicant -transferor -company is to be demerged and transferred into the applicant -transferee -company on the terms and conditions stated therein. A copy of the Scheme of Arrangement has been annexed to the application as Annexure -E.;