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of <h1>Court sanctions Scheme of Amalgamation, dispenses meetings, and resolves objections, directing notice publication and record preservation.</h1> <h3>IN RE: OZONE INDIA LIMITED</h3> The Court granted dispensation of meetings for Equity Shareholders and Creditors, admitted the petitions for sanction of the Scheme of Amalgamation, ... - Issues involved: The judgment involves seeking sanction of the Scheme of Amalgamation of two companies u/s 391 to 394 of the Companies Act, 1956.Details of the Judgment:Issue 1: Dispensation of Meetings of Equity Shareholders and Creditors- The Transferee Company sought dispensation of the Equity Shareholders' meeting, which was granted by the Court.- The Transferor Company also sought dispensation of meetings of Equity Shareholders and Unsecured Creditors, which was approved due to consent given in writing.- Subsequently, the petitions seeking sanction of the Scheme of Amalgamation were filed.Issue 2: Admission of Petitions and Publication of Notices- The Court admitted the petitions and directed the publication of notices in two newspapers.- Notices were issued to the Regional Director and the Official Liquidator, with the petitions published in newspapers as directed.Issue 3: Reports and Observations- The Official Liquidator confirmed no prejudicial conduct in the affairs of the Transferor Company.- The Regional Director made observations regarding amendment in the capital clause and filing of financial reports.- The Transferee Company responded to the observations with justifications and explanations.Issue 4: Court Decision and Sanction of Scheme- After considering submissions and previous orders, the Court found objections raised by the Regional Director unsustainable.- The Court sanctioned the Scheme of Amalgamation, determining it non-prejudicial to the members or public interest.- The Transferor Company was directed to preserve its records and not dispose of them without prior permission.Issue 5: Costs and Disposal of Petitions- The Court determined the costs per petition and directed payment to the Central Government Standing Counsel and Official Liquidator.- The petitions were disposed of with the mentioned terms, concluding the legal proceedings.
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