2000-(001)-CLJ -0226 -MP Companies Act Judgements


2000-(001)-CLJ -0226 -MP


Company Petition No. 35 of 1998, decided on May 14, 1999.


DEEPAK DIWAN and S. K. JAIN, Advocates, for the petitioner.



N. K. JAIN, J. – Learned counsel for the petitioner have filed copy of the order, dated 10.5.1999 passed by Delhi High Court in Company Petition No. 470/98. The copy is authenticated by the counsel for the petitioner who further makes statement at bar that this order has been passed by Delhi High Court on a petition filed under section 391/section 394 of the Companies Act by the transferor company – Asian Knitwear Ltd.

2. By this petition, the petitioner, Maral Overseas Ltd., (hereinafter referred to as ‘transferee company’), seeks amalgamation of the aforesaid company, Asian Knitwear Ltd. (hereinafter referred to as ‘transferor company’) with it.

3. Since the registered office of transferor company is situated in the jurisdiction of Delhi High Court and that of transferee company in the jurisdiction of this court, separate petitions were filed before both the courts seeking amalgamation as per scheme of amalgamation (Exh. B) annexed with the petition. As per order, dated 10.5.1999 passed by Delhi High Court, the scheme has been approved by that court and it is directed that on amalgamation, the transferor company would stand dissolved from the effective date.

4. Pursuant to this court’s order, dated 18.8.1998 passed in Company Petition No. 17/98, separate meetings of shareholders and creditors of the petitioner/transferee company were convened and held on 28 September, 1998. Chairperson of the said meetings has submitted his reports. As per these reports, the proposed scheme was unanimously approved by all she shareholders and the creditors attending the meeting.

5. In response to a notice issued under section 394A of the Act, the Joint Registrar, Government of India, Ministry of Finance, Department of Company Affairs, Mumbai, has, by its letter, dated 24.2.1999 communicated that the Department has examined the proposed scheme for amalgamation and that the court may pass appropriate orders thereon. Obviously, no objection is raised by the Directorate. Official liquidator, who was present in the court on 9.4.1999, has also through a similar letter, dated 24.2.1999, given his assent to the proposed scheme. It is nobody’s case that the affairs of the petitioner/transferee company have been conducted in the manner prejudicial to the interest of their members or to the public interest.

6. I have heard Shri Deepak Diwan appearing with Shri S. K. Jain learned counsel for petitioner. None has, however, appeared on behalf of the Regional Director or the official liquidator.

7. Having regard to the averments made in the petition, the reports submitted by the Regional Director and the official liquidator and since the proposed scheme has been unanimously approved by the creditors and shareholders of the company, and since Delhi High Court has already approved similar petition by the transferor, I see no valid ground to reject the prayer of the transferee company for amalgamation. I am satisfied that the proposed scheme is not prejudicial to the interest of the shareholders, creditors of the petitioner company and no public interest is likely to be affected adversely. The prayer for amalgamation is accepted.

8. Accordingly, the proposed scheme of amalgamation is approved. The transferor company shall stand dissolved and amalgamated in the transferee company. Amalgamation shall be binding on all the equity shareholders and the creditors of both the companies and shall be effective from the date as specified in the said scheme. The amalgamation shall be subject to the terms and conditions as specified in the scheme itself.

9. A certified copy of this order along with scheme of amalgamation be filed with the Registrar of Companies for registration within 30 days from the date of this order.

10. A formal order shall be drawn up by the Registry in accordance with the law and rules.

11. The petition thus stands disposed of as aforesaid, copy today.

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