Learned counsel appearing for the petitioner Mr. Singhi states that the transferor company is registered with Registrar of Companies, State of Maharashtra and the company petition preferred by the transferor company is pending with the Bombay High Court. I am made understand that the transferor company has preferred a petition before the Bombay High Court. Para-18 of the petition is self explanatory in this regard.
2.The Company Petition No. 79 of 2001 has been filed with a prayer that the Scheme of Amalgamation between Alkyl Finance and Trading Limited and the petitioner i.e. Diamines and Chemicals Limited and their respective shareholders which is at Annexure :"A" to the petition be sanctioned. The petitioner is the Transferee Company.
3.Earlier, by order dated 7.3.2001 passed in Company Application No. 56 of 2001 made by the petitioner Company, this Court directed holding of meeting of Equity Shareholders of the petitioner Company. This Court further observed that as the interest of the Creditors, whether Secured or Unsecured are not going to be affected as no compromise and/or waiver of amount is called for from the Secured and Unsecured Creditors, the meetings of the Secured Creditors and Unsecured Creditors would not be necessary and are not required to be called for. The Chairman of the said meeting has placed his report on 27.4.2001. As per the said report, Equity Shareholders have approved the Scheme unanimously.
4.Notice was issued to the Central Government. The Central Government, by its letter dated 23.7.2001 addressed to its counsel, indicated that it has been decided that the petition may be left to be decided by this Court on merits. A copy of the letter is placed on record of this Company Petition by the learned counsel for the Central Government.
5.On going through the scheme, it appears that the requirement of the provisions of section 391 to 394 of the Companies Act,1956, are satisfied and there appears to be no ground for not accepting the amalgamation scheme which is proposed. The Scheme is genuine and bonafide and in the interest of creditors and shareholders of the company. The Scheme is also fair and reasonable. The Scheme proposed in the company petition is accepted. The petition is hereby granted by saying that the Scheme is sanctioned. It is accordingly ordered that the properties, rights and powers of the transferor Company pursuant to section 394(2) of the Act, subject to all charges affecting the same and that all the liabilities and duties of the transferor Company be transferred to and become the liabilities and duties of the petitioner. All the proceedings pending by or against the transferor Company will be continued by or against the petitioner.
6.A certified copy of this order be delivered to the Registrar of Companies, within 30 days hereof and on such copy being so delivered, the Registrar of Companies, shall take on his record all the documents in relation to the transferor company, which may be sent by the Registrar of Companies, Maharashtra and shall consolidate the same with the documents of the Petitioner i.e. the transferee Company accordingly. Liberty to apply to any person interested, for directions if necessary. The fees of the learned counsel appearing for Central Government Ms. P.J.Davawala is quantified at Rs. 2500/ ( Rs. two thousand five hundred only ) which should be borne by the transferee Company.
7.The Company Petition, therefore, stands allowed with no order as to costs.
(C.K. BUCH, J.) mandora/