1995 (5) TMI 217

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....r. JUDGMENT 1. Gulmohar Finance Limited has moved this petition for sanction of the scheme of amalgamation of Cluster Heavy Engineering (P.) Ltd., Everlite Plastics (P.) Ltd., Bigway Electronics (P.) Ltd., Sakar Impex (P.) Ltd., Anupam Industrial Resources Ltd., Square Software (P.) Ltd. and Ankur Mercantile (P.) Ltd. ['the transferor-companies'] with Gulmohar Finance Limited ['the transfere....

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....etition for amalgamation. 4. CA No. 381 of 1994 was moved by the transferee-company with a prayer to fix the meetings of the shareholders and creditors of all the companies, both transferor and transferee-companies to approve the scheme of amalgamation. It was also claimed that the scheme of amal-gamation was approved by the Board of Directors of the companies and accordingly, the meetings were....

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....ssible for the Central Government to ascertain whether they have adopted the correct ratio. It has been pointed out on behalf of the applicant that the provisions of rule 85 of the Company (Court) Rules are not attracted because there is no reduction of share capital being resorted to as a consequence of this scheme. It is further pointed out that the companies have practically no creditors. In th....

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....t found any objection to the scheme of amalgamation being approved. Considering all the facts, I am clearly of the view that a case is made out for sanction of the scheme of amalgamation. 11. Keeping in view all these facts, I sanction the scheme of amalgamation and declare that the same shall be binding on all the shareholders and creditors of the transferee-company and all the shareholders....