2006 (9) TMI 288

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....he order dated 7-7-2006 whereby the requirement of convening and holding the meetings of the shareholders and creditors of the transferor and transferee-companies was dispensed with for the purpose of considering, and if thought fit, approving, with or without modification, the scheme of amalgamation annexed to the affidavit of Shri Ajesh Gupta, Director of the petitioner companies, filed on 14th day of March, 2006 and the publication in the newspapers namely (1) Statesman (English) dated 30-8-2006 and (2) Veer Arjun (Hindi) dated 31-8-2006 each containing the advertisement of the said petition and upon hearing Shri Sanjay K. Maria, Advocate, for the petitioner-company, and Mr. R.D. Kashyap, Dy. Registrar of Companies, in person, and upon r....

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....ompany shall follow the procedure prescribed under the Act. The court ordered that in view of the statement made by the counsel, which will be binding on the transferee-company, this objection has become infructuous. The court further ordered that in case amendment, modification or addition to the main objects of the transferee-company is required, the transferee-company shall follow the procedure prescribed under the provisions of Act and the rules. (3)That the transferor-company is a non-banking financial company registered with the Reserve Bank of India and it is not mentioned in the petition/scheme whether Reserve Bank of India has been informed about the proposed scheme of amalgamation. Counsel for the petitioner stated that the tra....

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....n is 1-4-2005. Counsel for the petitioner-companies has been permitted to carry out necessary correction in the prayer clause of Company Petition No. 187/2006. As per the said correction, the appointed date is 1-4-2005 and the said correction has been initiated by the counsel. In view of the above, the court did not find any merit in the objection and overruled the same; and considering the affidavit of Shri A.K. Chaturvedi, Official Liquidator, filed on 23-9-2006 stating therein that the affairs of the transferor-company have not been conducted in a manner prejudicial to the interest of its members or to public interest; and there being no investigation proceedings pending in relation to the petitioner-company under sections 235 to 251 of ....