IN RE: DISHA RETAIL FIXTURES PRIVATE LIMITED Vs. STATE

JUDGEMENT

(1.) THE petitioner in Co. P. No. 149/2012 is the Transferee Company while the petition in Co. P. No. 152/2012 is the Transferor Company. They are before this Court seeking sanction of the scheme of amalgamation at Annexure -G to the petitions.

(2.) THE Transferee company was incorporated on 30.08.2004 while the Transferor company was incorporated on 27.05.1996. For better utilization of the resources, a scheme of amalgamation has been formulated and the Board of the petitioner -company considered the scheme and approved the same on 08.08.2011. The petitioner herein at the first instance were before this Court in C.A. Nos. 599/2012 and 601/2012 seeking dispensation of convening of meeting of the shareholders and creditors of the company as they had already consented to the scheme. This Court by the order dated 07.06.2012 had permitted the same. Pursuant thereto, the instant petitions have been filed.

(3.) INSOFAR as the Transferor company, the Official Liquidator at the first instance had sought appointment of the Chartered Accountant to verify the books of accounts of the company. Accordingly, M/s. Mani Kumari & Chandrakala, Chartered Accountants were appointed for the said purpose. Based on the report submitted by the Chartered Accountants, the Official Liquidator has filed OLR No. 456/2013. A perusal of the same would indicate that the Chartered Accountants have indicated that the affairs of the company had not been conducted in any manner prejudicial to the interest of members or to that of public interest. In that view, the Official Liquidator has indicated that there is no observation to be made with regard to the scheme as has been sought for approval.