TaxTMI 
TaxTMI 
2007 (8) TMI 465
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....th another company known as "Idea Cellular Limited" (here-inafter referred to for brevity 'transferee-company'). The amalgamation is sought on the grounds set out in detail in the scheme annexed along with the petition as Annexure A-12, it is averred that since the registered office of the transferor-company is situated at P.O. Birlagram, Nagda (M.P.) which falls within the territorial jurisdiction of this Court (Indore Bench) and hence, this petition is filed before this Court seeking sanction for the proposed amalgamation in accordance with the requirement of section 391/394 of Companies Act read with relevant Company Court Rules applicable to cases relating to amalgamation. It is further averred that so far as other 6 transferor-companie....
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....sferor-companies with the transferee-company under the scheme of amalgamation is sought essentially on administrative and commercial exigencies. Keeping in view the fast developing economic reforms and globalization in IT Sector and competition in market, etc. It is averred that amalgamation once allowed, would integrate the business of mobile telephone services of these companies into one company. It will also do away with all kinds of avoidable charges and costs. It will further generate economies of scale, as also will enable the company to have focus on the business which in turn will add to the value of all stakeholders. The scheme then sets out salient features of the amalgamation, the manner in which it will be accomplished, once app....
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....foresaid order, the petitioner-companies have now filed this company petition praying for the following reliefs :- "(a)That the arrangement embodied in the Scheme (Annexure P-12 hereto) be sanctioned by this Hon'ble Court so as to be binding with effect from 1-4-2006, the Appointed Date, on the petitioner/transferor-company, Equity Shareholders, Creditors as also on the transferee-company and its shareholders, creditors and all concerned persons; (b)That the petitioner/transferor-company shall within 30 days after the date of sealing of the order to be made herein or within such other time as may be permitted by this Hon'ble Court cause a certified copy thereof to be delivered to the Registrar of Companies, Madhya Pradesh at Gwalior f....
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....these specified authorities entrusted with the task of probing into the affairs of the company as per requirement of section 391/394 ibid would go to show that all the three specified authorities have given their no objection to grant of sanction to the scheme in question. In other words, report of Registrar in clear terms records as statement based on inquiry made by him, that the affairs of the company have not been conducted in a manner prejudicial to the interest of its members or to public interest. 7. Heard Shri A.K. Chitale, learned senior counsel with Shri M. Atre, learned counsel for the petitioner, Shri Vinay Zelawat, learned Assistant Solicitor General of India for Union of India and Shri R.L. Saraswat, Official Liquidator pre....
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....ourt within the meaning of sections 391 and 394 of the Companies Act. 11. In my opinion, the Scheme of amalgamation proposed is essentially to achieve administrative excellence. It will enable the transferee-company to run their business more effectively and economically. It will certainly reduce the expenses which are being incurred today by these companies. Moreover, the proposed scheme does take into consideration and safe-guard the rights of shareholders of the companies. In other words, none of the liabilities of any nature of either companies are in any way going to be adversely affected by the Scheme if allowed to be implemented. So far as the rights of the creditors are concerned, they also remain intact so too of shareholders wh....