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of <h1>Court approves amalgamation of two companies under Companies Act, 1956</h1> <h3>Kasturi Finlease & Investment Ltd., In re</h3> Kasturi Finlease & Investment Ltd., In re - [2004] 53 SCL 133 (RAJ.) Issues:1. Sanction of the proposed scheme of amalgamation of two companies under sections 391 and 394 of the Companies Act, 1956.Analysis:The petitioner, a transferee-company, sought court sanction for the amalgamation of a transferor-company with itself. The petition detailed the process undertaken, including dispensing with the meeting of preference shareholders, convening meetings of equity shareholders and creditors, and obtaining necessary approvals. The Regional Director confirmed no objection to the proposed amalgamation, leading to the court's consideration of the scheme.The transferee-company's background, activities, share capital structure, and financial details were presented to the court. The Board of Directors had approved the amalgamation scheme, and no pending legal proceedings under relevant sections of the Companies Act were reported. Similarly, the transferor-company's incorporation details, business activities, share capital, financials, and board approval for amalgamation were disclosed.The rationale for amalgamation, the terms of the scheme, and the lack of material interest of directors in the scheme were outlined. The objective was to merge the transferor-company into the transferee-company without winding-up, benefiting both entities without prejudicing any creditors. The share exchange ratio was prepared by Chartered Accountants and accepted by relevant stakeholders.Considering the submissions, lack of objections from the Regional Director and Official Liquidator, unanimous approvals from shareholders and creditors, and compliance with legal requirements, the court found no impediment to granting sanction for the amalgamation scheme. The court, satisfied with the disclosed material facts and approvals, approved the scheme under section 391(2) of the Companies Act, 1956, thereby disposing of the petition.
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