2004 (5) TMI 320

X X   X X   Extracts   X X   X X

Full Text of the Document

X X   X X   Extracts   X X   X X

.... JUDGMENT 1. By this petition under sections 391 and 394 of the Companies Act, 1956, petitioner M/s. Steel Kingdom Netcom Limited (hereinafter 'Transferor Company') is seeking sanction of the scheme of Merger/Amalgamation of M/s. Indo German International Private Limited (hereinafter 'Transferee Company') with Transferor Company. 2. The registered offices of both the companies are situate....

X X   X X   Extracts   X X   X X

Full Text of the Document

X X   X X   Extracts   X X   X X

....ing under sections 235 to 251 of the Companies Act is pending against the company. Petition is duly supported by affidavit. 5. This petition was filed on 12-12-2003. Notices were issued to the Central Government and Regional Director, Department of Company Affairs, Kanpur, and also to the Official Liquidator. The citation was also ordered to be published in 'The Indian Express' (English) and 'J....

X X   X X   Extracts   X X   X X

Full Text of the Document

X X   X X   Extracts   X X   X X

....ance on the decisions in W.A. Beardsell & Co. (P.) Ltd., In re [1968]  1 Comp. LJ. 102 (Mad.); and Mcleod Russel (India) Ltd., In re [1997] 4 Comp. LJ. 60^1 (Cal.). Amalgamation under section 394 of the Companies Act is primarily an internal matter of the two companies and requires approval of the shareholders, secured and unsecured creditors of the companies seeking amalgamation. It is essen....

X X   X X   Extracts   X X   X X

Full Text of the Document

X X   X X   Extracts   X X   X X

.... sanction in time, it is now prayed, by way of C.A. No. 537/2004, to make the scheme effective from 30-6-2004 instead of 1-4-2004. He relied on the judgment of Apex Court in Marshall Sons & Co. (India) Ltd. v. ITO AIR 1997 SC 1763, to submit that while sanctioning the scheme of Amalgamation, it is open to the Court to modify the effective date and prescribe such date of amalgamation as it thinks a....