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ROHIT SOAPS & DETERGENTS PVT LTD & OTHERS

High Court of Judicature at Allahabad

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Rohit Soaps & Detergents Pvt Ltd & Others - COMPANY PETITION No. 20 of 2004 [2005] RD-AH 927 (31 March 2005)

 

This is an UNCERTIFIED copy for information/reference. For authentic copy please refer to certified copy only. In case of any mistake, please bring it to the notice of Joint Registrar(Copying).

HIGH COURT OF JUDICATURE OF ALLAHABAD

Reserved

Company Petition No. 20 of 2004

(under Section 391 and 394 of the Companies Act, 1956)

Connected with

Company Application No. 4 of 2004

(under Section 391 and 394 of the Companies Act, 1956)

In the matter of the Companies Act, 1956

And

In the matter of

1. Rohit Soaps & Detergents Private Limited, a company incorporated under the Companies Act, 1956, and having its Registered Office at 117/H-2/202, Pandu Nagar, Kanpur-208005.......................................... Petitioner-Transferor Company No.1

2. Rahul Detergents Private Limited, a company incorporated under the Companies Act, 1956, and having its Registered Office at 117/H-2/202, Pandu Nagar, Kanpur-208005

........................Petitioner-Transferor Company No.2

3. Singh Detergents Private Limited, a company incorporated under the Companies Act, 1956, and having its Registered Office at  117/H-2/202, Pandu Nagar, Kanpur-208005

.............................. Petitioner-Transferor Company No.3

4. Kanpur Detergents and Chemicals Private Limited, a company incorporated under the Companies Act, 1956, and having its Registered Office at 117/H-2/202, Pandu Nagar, Kanpur-208005.......................................... Petitioner-Transferor Company No.4

With

In the matter of

Shri Mahadeo Soap Industries Private Limited, a company incorporated under the Companies Act, 1956, and having its Registered Office at 117/H-2/202, Pandu Nagar, Kanpur-208005............................................... Petitioner-Transferee Company

Hon. S.P. Mehrotra, J.

The present Company Petition under Sections 391 and 394 of the Companies Act, 1956 has been filed by Rohit Soaps & Detergents Private Limited, having its Registered Office at 117/H-2/202, Pandu Nagar, Kanpur-208005, Uttar Pradesh (hereinafter also referred to as "the Transferor Company No.1" or "the Petitioner-Transferor Company No.1"), Rahul Detergents Private Limited, having its Registered Office at 117/H-2/202, Pandu Nagar, Kanpur-208005, Uttar Pradesh (hereinafter also referred to as "the Transferor Company No.2" or "the Petitioner-Transferor Company No.2"), Singh Detergents Private Limited, having its Registered Office at 117/H-2/202, Pandu Nagar, Kanpur-208005, Uttar Pradesh (hereinafter also referred to as "the Transferor Company No.3" or "the Petitioner-Transferor Company No.3"), Kanpur Detergents and Chemicals Private Limited, having its Registered Office at 117/H-2/202, Pandu Nagar, Kanpur-208005, Uttar Pradesh (hereinafter also referred to as "the Transferor Company No.4" or "the Petitioner-Transferor Company No.4"), and Shri Mahadeo Soap Industries Private Limited, having its Registered Office at 117/H-2/202, Pandu Nagar, Kanpur-208005, Uttar Pradesh (hereinafter also referred to as "the Transferee Company " or "the Petitioner-Transferee Company"). The said Transferor Company No.1, the Transferor Company No.2, the Transferor Company No.3, and the Transferor Company No.4 have hereinafter been collectively also referred to as "the Transferor Companies" or the "Petitioners-Transferor Companies". The Transferor Company No.1, the Transferor Company No.2, the Transferor Company No.3, the Transferor Company No.4 and the Transferee Company have hereinafter been collectively also referred to as "the Petitioners-Companies".

It appears that a Scheme of Amalgamation is proposed for the amalgamation of the Transferor Company No.1, the Transferor Company No.2, the Transferor Company No.3 and the Transferor Company No.4 with the Transferee Company. Copy of the proposed Scheme of Amalgamation has been filed as Annexure-A to the Company Petition, and appears at page 16 of the Paper Book of the Company Petition.

It is, interalia, prayed in the Company Petition that the proposed Scheme of Amalgamation be sanctioned by this Court so as to be binding with effect from 1st day of April, 2003 or from such other date as this Court may fix, on all the Members and Creditors (if any) of the Petitioners-Transferor Companies and the Petitioner-Transferee Company and all concerned with such directions as the Court may deem fit.

It is, interalia, stated in the Company Petition that the object of the Company Petition is to obtain sanction of this court to the proposed Scheme of Amalgamation of the Petitioner-Transferor Company No.1, the Petitioner-Transferor Company No.2, the Petitioner-Transferor Company No.3 and the Petitioner-Transferor Company No.4 with the Petitioner-Transferee Company whereby and whereunder the entire undertaking of the Petitioners -Transferor Companies together with all their properties, rights, claims and liabilities relating thereto are proposed to be transferred to and vested in the Petitioner-Transferee Company on the terms and conditions fully stated in the proposed Scheme of Amalgamation. Copy of the proposed Scheme of Amalgamation, as mentioned above, has been filed as Annexure-A to the Company Petition.

As regards the Petitioner-Transferor Company No.1 (Rohit Soaps & Detergents Private Limited), it is, interalia, stated in the Company Petition that the Petitioner-Transferor Company No.1 was incorporated on 9.12.1988; and that the Registered Office of the Petitioner-Transferor Company No.1 is situated at 117/H-2/202, Pandu Nagar, Kanpur-208005, Uttar Pradesh, within the jurisdiction of this Court.

The main objects of the Petitioner-Transferor Company No.1, as set out in the Memorandum and Articles of Association of the Petitioner-Transferor Company No.1, are reproduced in paragraph 4 of the Company Petition.

Copy of the Memorandum and Articles of Association of the Petitioner-Transferor Company No.1 has been filed as Annexure-B to the Company Petition, and appears at page 29 of the Paper Book of the Company Petition.

It is, interalia, further stated in the Company Petition that the Authorised Share Capital of the Petitioner-Transferor Company No.1 is Rs. 1,00,00,000/- (Rupees One Crore) consisting of 1,00,000 Equity Shares of Rs. 100/- each; and that the Issued, Subscribed and Paid-up Capital of the Petitioner-Transferor Company No.1 is 80,250 Equity Shares of Rs. 100/- each Fully Paid Up, aggregating to Rs. 80,25,000.

It is, interalia, further stated in the Company Petition that the Petitioner-Transferor Company No.1 prepares its accounts on financial year basis under the Companies Act, 1956; and that the Petitioner-Transferor Company No.1 has got its accounts for the financial year ended 31.3.2003 prepared and audited in the normal course.

Copy of the Latest Audited Annual Accounts of the Petitioner-Transferor Company No.1 for the year ended 31.3.2003 has been filed as Annexure-C to the Company Petition, and appears at page 49 of the Paper Book of the Company Petition.

It is, interalia, stated in paragraph 7 of the Company Petition that the Petitioner-Transferor Company No.1 has maintained proper books of accounts, as required by law.

Summary of the financial position of the Petitioner-Transferor Company No.1 as on 31.3.2003 has also been given in paragraph 7 of the Company Petition.

It is, interalia, further stated in paragraph 7 of the Company Petition that the Petitioner-Transferor Company No.1 has neither issued nor agreed to issue any debentures.

It is, interalia, stated in paragraph 8 of the Company Petition that subsequent to the date of the aforementioned accounts, there has been no substantial change in the financial position of the Petitioner-Transferor Company No.1 excepting those arising or resulting from the usual course of business for which the accounts are under preparation.

As regards the Petitioner-Transferor Company No.2 (Rahul Detergents Private Limited), it is, interalia, stated in the Company Petition that the Petitioner-Transferor Company No.2 was incorporated on 1.6.1989; and that the Registered Office  of the Petitioner-Transferor Company No.2 is situated at 117/H-2/202, Pandu Nagar, Kanpur-208005, Uttar Pradesh, within the jurisdiction of this Court.

The main objects of the Petitioner-Transferor Company No.2, as set out in the Memorandum and Articles of Association of the Petitioner-Transferor Company No.2, are reproduced in paragraph 11 of the Company Petition.

Copy of the Memorandum and Articles of Association of the Petitioner-Transferor Company No.2 has been filed as Annexure-D to the Company Petition, and appears at page 84 of the Paper Book of the Company Petition.

It is, interalia, further stated in the Company Petition that the Authorised Share Capital of the Petitioner-Transferor Company No.2 is Rs. 75,00,000/- (Rupees Seventy Five Lakh) consisting of 75,000 Equity shares of Rs. 100/- each; and that the Issued, Subscribed and Paid-up Capital of the Petitioner-Transferor Company No.2 is 68,400 Equity Shares of Rs. 100/- each Fully Paid Up, aggregating to Rs. 68,40,000.

It is, interalia, further stated in the Company Petition that the Petitioner-Transferor Company No.2 prepares its accounts on financial year basis under the Companies Act, 1956; and that the Petitioner-Transferor Company No.2 has got its accounts for the financial year ended 31.3.2003 prepared and audited in the normal course.

Copy of the Latest Audited Annual Accounts of the Petitioner-Transferor Company No.2 for the year ended 31.3.2003 has been filed as Annexure-E to the Company Petition, and appears at page 108 of the Paper Book of the Company Petition.

It is, interalia, stated in paragraph 14 of the Company Petition that the Petitioner-Transferor Company No.2 has maintained proper books of accounts, as required by law.

Summary of the financial position of the Petitioner-Transferor Company No.2 as on 31.3.2003 has also been given in paragraph 14 of the Company Petition.

It is, interalia, further stated in paragraph 14 of the Company Petition that the Petitioner-Transferor Company No.2 has neither issued nor agreed to issue any debentures.

It is, interalia, stated in paragraph 15 of the Company Petition that subsequent to the date of the aforementioned accounts, there has been no substantial change in the financial position of the Petitioner-Transferor Company No.2 excepting those arising or resulting from the usual course of business for which the accounts are under preparation.

As regards the Petitioner-Transferor Company No.3 (Singh Detergents Private Limited), it is, interalia, stated in the Company Petition that the Petitioner-Transferor Company No.3 was incorporated on 21.6.1989; and that the Registered Office of the Petitioner-Transferor Company No.3 is situated at 117/H-2/202, Pandu Nagar, Kanpur-208005, Uttar Pradesh, within the jurisdiction of this Court.

The main objects of the Petitioner-Transferor Company No.3, as set out in the Memorandum and Articles of Association of the Petitioner-Transferor Company No.3, are reproduced in paragraph 18 of the Company Petition.

Copy of the Memorandum and Articles of Association of the Petitioner-Transferor Company No.3 has been filed as Annexure-F to the Company Petition, and appears at page 144 of the Paper Book of the Company Petition.

It is, interalia, further stated in the Company Petition that the Authorised Share Capital of the Petitioner-Transferor Company No.3 is Rs. 10,00,000/- (Rupees Ten Lakh) consisting of 10,000 Equity shares of Rs. 100/- each; and that the Issued, Subscribed and Paid-up Capital of the Petitioner-Transferor Company No.3 is 9716 Equity Shares of Rs. 100/- each Fully Paid Up, aggregating to Rs. 9,71,600/-.

It is, interalia, further stated in the Company Petition that the Petitioner-Transferor Company No.3 prepares its accounts on financial year basis under the Companies Act, 1956; and that the Petitioner-Transferor Company No.3 has got its accounts for the financial year ended 31.3.2003 prepared and audited in the normal course.

Copy of the Latest Audited Annual Accounts of the Petitioner-Transferor Company No.3 for the year ended 31.3.2003 has been filed as Annexure-G to the Company Petition, and appears at page 159 of the Paper Book of the Company Petition.

It is, interalia, stated in paragraph 21 of the Company Petition that the Petitioner-Transferor Company No.3 has maintained proper books of accounts, as required by law.

Summary of the financial position of the Petitioner-Transferor Company No.3 as on 31.3.2003 has also been given in paragraph 21 of the Company Petition.

It is, interalia, further stated in paragraph 21 of the Company Petition that the Petitioner-Transferor Company No.3 has neither issued nor agreed to issue any debentures.

It is, interalia, stated in paragraph 22 of the Company Petition that subsequent to the date of the aforementioned accounts, there has been no substantial change in the financial position of the Petitioner-Transferor Company No.3 excepting those arising or resulting from the usual course of business for which the accounts are under preparation.

As regards the Petitioner-Transferor Company No.4 (Kanpur Detergents  and Chemicals Private Limited), it is, interalia, stated in the Company Petition that the Petitioner-Transferor Company No.4 was incorporated on 24.10.1986; and that the Registered Office  of the Petitioner-Transferor Company No.4 is situated at 117/H-2/202, Pandu Nagar, Kanpur-208005, Uttar Pradesh, within the jurisdiction of this Court.

The main objects of the Petitioner-Transferor Company No.4, as set out in the Memorandum and Articles of Association of the Petitioner-Transferor Company No.4, are reproduced in paragraph 25 of the Company Petition.

Copy of the Memorandum and Articles of Association of the Petitioner-Transferor Company No.4 has been filed as Annexure-H to the Company Petition, and appears at page 190 of the Paper Book of the Company Petition.

It is, interalia, further stated in the Company Petition that the Authorised Share Capital of the Petitioner-Transferor Company No.4 is Rs. 75,00,000/- (Rupees Seventy Five Lakh) consisting of 75,000 Equity shares of Rs. 100/- each; and that the Issued, Subscribed and Paid-up Capital of the Petitioner-Transferor Company No.4 is 58,685 Equity Shares of Rs. 100/- each Fully Paid Up, aggregating to Rs. 58,68,500/-.

It is, interalia, further stated in the Company Petition that the Petitioner-Transferor Company No.4 prepares its accounts on financial year basis under the Companies Act, 1956; and that the Petitioner-Transferor Company No.4 has got its accounts for the financial year ended 31.3.2003 prepared and audited in the normal course.

Copy of the Latest Audited Annual Accounts of the Petitioner-Transferor Company No.4 for the year ended 31.3.2003 has been filed as Annexure-I to the Company Petition, and appears at page 215 of the Paper Book of the Company Petition.

It is, interalia, stated in paragraph 28 of the Company Petition that the Petitioner-Transferor Company No.4 has maintained proper books of accounts, as required by law.

Summary of the financial position of the Petitioner-Transferor Company No.4 as on 31.3.2003 has also been given in paragraph 28 of the Company Petition.

It is, interalia, further stated in paragraph 28 of the Company Petition that the Petitioner-Transferor Company No.4 has neither issued nor agreed to issue any debentures.

It is, interalia, stated in paragraph 29 of the Company Petition that subsequent to the date of the aforementioned accounts, there has been no substantial change in the financial position of the Petitioner-Transferor Company No.4 excepting those arising or resulting from the usual course of business for which the accounts are under preparation.

As regards the Petitioner-Transferee Company (Shri Mahadeo Soap Industries Private Limited), it is, interalia, stated in the Company Petition that the Petitioner-Transferee Company was incorporated on 22.6.1988; and that the Registered Office of the Petitioner-Transferee Company is situated at 117/H-2/202, Pandu Nagar, Kanpur-208005, Uttar Pradesh, within the jurisdiction of this Court.

An extract of the objects of the Petitioner-Transferee Company,  as set out in the Object Clause of its Memorandum of Association, has been given in paragraph 32 of the Company Petition.

Copy of the Memorandum and Articles of Association of the Petitioner-Transferee Company has been filed as Annexure-J to the Company Petition, and appears at page 250 of the Paper Book of the Company petition.

It is, interalia, stated in paragraph 33 of the Company Petition that the Authorised Share Capital of the Petitioner-Transferee Company is Rs. 25,00,000/- (Rupees Twenty Five Lakh Only) consisting of 25,000 Equity Shares of Rs. 100/- each; and that the Issued, Subscribed and Paid-up Capital of the Petitioner-Transferee Company is 24,840 Equity Shares of Rs. 100/- each Fully Paid Up, aggregating to Rs. 24,84,000.

It is, interalia, stated in paragraph 34 of the Company Petition that the Petitioner-Transferee Company prepares its accounts on financial year basis under the Companies Act, 1956; and that the Petitioner-Transferee Company has got its accounts for the financial year ended 31.3.2003 prepared and audited in the normal course.

Copy of the Latest Audited Annual Accounts of the Petitioner-Transferee Company for the year ended 31.3.2003 has been filed as Annexure-K to the Company Petition, and appears at page 264 of the Paper Book of the Company Petition.

It is, interalia, stated in paragraph 35 of the Company Petition that the Petitioner-Transferee Company has maintained proper books of accounts, as required by law.

Summary of the financial position of the Petitioner-Transferee Company as on 31.3.2003 has also been given in paragraph 35 of the Company Petition.

It is, interalia, further stated in paragraph 35 of the Company Petition that the Petitioner-Transferee Company has neither issued nor agreed to issue any debentures.

It is, interalia, stated in paragraph 36 of the Company Petition that subsequent to the date of the aforementioned accounts, there has been no substantial change in the financial position of the Petitioner-Transferee Company excepting those arising or resulting from the usual course of business for which the accounts are under preparation.

List of the Directors of the Petitioners-Transferor Companies has been filed and collectively marked as Annexure-L to the Company Petition, and appears at page 298 (in respect of the Transferor Company No.1), page 299 (in respect of the Transferor Company No.2), page 300 (in respect of the Transferor Company No.3), and page 301 (in respect of the Transferor Company No.4) of the Paper Book of the Company Petition.

List of the Directors of the Petitioner-Transferee Company has been filed as Annexure-M to the Company Petition, and appears at page 302 of the Paper Book of the Company Petition.

The circumstances that have necessitated the proposed Scheme of Amalgamation of the Petitioners-Transferor Companies with the Petitioner-Transferee Company have been mentioned in paragraph 39 of the Company Petition.

The major benefits that will accrue from the proposed Scheme of Amalgamation, according to the Petitioners-Companies, are mentioned in paragraph 41 of the Company Petition.

It is, interalia, stated in paragraph 40 of the Company Petition that the Board of Directors of the Petitioner-Transferor Company No.1, the Board of Directors of the Petitioner-Transferor Company No.2, the Board of Directors of the Petitioner-Transferor Company No.3, the Board of Directors of the Petitioner-Transferor Company No.4 and the Board of Directors of the Petitioner-Transferee Company have at their respective meetings, by the resolutions passed unanimously, approved the proposed Scheme of Amalgamation.

Copies of the said Resolutions passed by the respective Board of Directors of the Petitioners-Transferor Companies Nos. 1,2,3 and 4 and the Board of Directors of the Petitioner-Transferee Company are collectively annexed as Annexure-N to the Company Petition, and appear at pages 303, 306, 309, 312 and 315 of the Paper Book of the Company Petition.

It is, interalia, stated in paragraph 42 of the Company Petition that the Directors of both the Petitioners-Transferor Companies and the Petitioner-Transferee Company have no material interest in the proposed Scheme of Amalgamation, except as shareholder of the Petitioner-Transferee Company.

It is, interalia, stated in paragraph 39 of the Company Petition that the Petitioners-Transferor Companies are wholly owned subsidiary of the Petitioner-Transferee Company.

It is pertinent to mention that making the averments narrated herein-before, the Transferor Companies Nos. 1,2,3 and 4 and the Transferee Company jointly filed a Company Application being Company Application No. 4 of 2004 before this Court under Sections 391(1) and 393 of the Companies Act, 1956.

On the said Company Application No. 4 of 2004, the Court passed its order dated 30.1.2004, interalia, dispensing with the requirement of calling the meeting of the Equity Shareholders and the meeting of the Secured Creditors of the Transferor Company No.1, the Transferor Company No.2, the Transferor Company No.3, the Transferor Company No.4 and the Transferee Company. The Court further directed for holding the meeting of the Unsecured Creditors of the Transferor Company No.1, Transferor Company No.2, Transferor Company No.3, Transferor Company No.4 and the Transferee Company.

Relevant portion of the said order dated 30.1.2004 is quoted below:

"That whereas according to paragraph 54 of the application and Annexure 18 thereof and supplementary affidavit paragraph 4 and annexure S.A.1 thereof all the equity share holders and secured creditors of all the aforesaid companies have approved proposed scheme of amalgamation hence there is no need to  call for the meeting of the share holders or secured creditors for considering and if thought fit approving with or without modification the proposed scheme of amalgamation which is annexure 12 to the application.

That as per paragraphs 45 to 49 transferor company no.1 has got 38  unsecured creditors, transferor company no.2 has got 13 unsecured creditors, transferor company no.3 has got 9 unsecured creditors, transferor company no.4 has got 21 unsecured creditors and transferee company has got 18 unsecured creditors.

That for the purpose of consideration and if thought fit for approving with or without modification the proposed scheme of amalgamation it is necessary to have meetings of all the unsecured creditors of the aforesaid applicant companies. The said meeting will be held as orally requested by learned counsel for the applicants at 10 A.M., 12 noon, 1.30 P.M., 2.30 P.M. (transferor companies no.1 to 4 respectively) and 4 P.M. transferee company at the registered office of the companies."

It further appears that pursuant to the said order dated 30.1.2004, Shri S.K. Garg, who had been appointed as Chairman for the aforesaid meetings in respect of the Transferor Company No.1 and the Transferor Company No.2 by the said order dated 30.1.2004, filed an Affidavit-Of-Service, sworn on 3.3.2004, under Rule 76 of the Companies (Court) Rules, 1959, interalia, mentioning compliance of the directions regarding giving of notices and taking out advertisements in the newspapers, as directed by the order dated 30.1.2004.

Alongwith the said Affidavit-Of-Service of Shri S.K. Garg, an Affidavit of Shraddha Tiwari, stated to be a Company Secretary in practice and Constituted Attorney of the Transferor Company No.1 and the Transferor Company No.2, sworn on 27.2.2004, as well as copies of the newspapers, namely, ''The Pioneer' (English), Lucknow and ''Amar Ujala' (Hindi), Kanpur, copy of the notice issued to each Unsecured Creditor of the Transferor Company No.1, copy of the notice issued to each Unsecured Creditor of the Transferor Company No.2, Photostat copies of Certificates of Posting regarding sending of the notices to the Unsecured Creditors of the Transferor Company No.1, and Photostat copies of Certificates of Posting regarding sending of the notices to the Unsecured Creditors of the Transferor Company No.2 were filed and collectively numbered as Annexure-1 to the said Affidavit-Of-Service of Shri S.K. Garg.

It further appears that pursuant to the said order dated 30.1.2004, Shri C.K. Parekh, who had been appointed as Chairman for the aforesaid meetings in respect of the Transferor Company No.3 and the Transferor Company No.4 by the said order dated 30.1.2004, filed an Affidavit-Of-Service, sworn on 3.3.2004, under Rule 76 of the Companies (Court) Rules, 1959, interalia, mentioning compliance of the directions regarding giving of notices and taking out advertisements in the newspapers, as directed by the order dated 30.1.2004.

Alongwith the said Affidavit-Of-Service of Shri C.K. Parekh, an Affidavit of Shraddha Tiwari, stated to be a Company Secretary in practice and Constituted Attorney of the Transferor Company No.3 and the Transferor Company No.4, sworn on 27.2.2004, as well as copies of the newspapers, namely, ''The Pioneer' (English), Lucknow and ''Amar Ujala' (Hindi), Kanpur, copy of the notice issued to each Unsecured Creditor of the Transferor Company No.3, copy of the notice issued to each Unsecured Creditor of the Transferor Company No.4, Photostat copies of Certificates of Posting regarding sending of the notices to the Unsecured Creditors of the Transferor Company No.3, and Photostat copies of Certificates of Posting regarding sending of the notices to the Unsecured Creditors of the Transferor Company No.4 were filed and collectively numbered as Annexure-1 to the said Affidavit-Of-Service of Shri C.K. Parekh.

It further appears that pursuant to the said order dated 30.1.2004, Shri Vikram Nath (as he then was), who had been appointed as Chairman for the aforesaid meeting in respect of the Transferee Company by the said order dated 30.1.2004, filed an Affidavit-Of-Service, sworn on 5.3.2004, under Rule 76 of the Companies (Court) Rules, 1959, interalia, mentioning compliance of the directions regarding giving of notices and taking out advertisements in the newspapers, as directed by the order dated 30.1.2004.

Alongwith the said Affidavit-Of-Service of Shri Vikram Nath, an Affidavit of Shraddha Tiwari, stated to be a Company Secretary in practice and Constituted Attorney of the Transferee Company, sworn on 27.2.2004, as well as copies of the newspapers, namely, ''The Pioneer' (English), Lucknow and ''Amar Ujala' (Hindi), Kanpur, copy of the notice issued to each Unsecured Creditor of the Transferee Company,  Photostat copies of Certificates of Posting regarding sending of the notices to the Unsecured Creditors of the Transferee Company  were filed and collectively numbered as Annexure-1 to the said Affidavit-Of-Service of Shri Vikram Nath.

It further appears that pursuant to the said order dated 30.1.2004, the meeting of the Unsecured Creditors of the Transferor Company No.1 was held on 20.3.2004 at the time and place mentioned in the said order dated 30.1.2004.

Pursuant thereto, Shri S.K. Garg, as Chairman of the said meeting of the Unsecured Creditors of the Transferor Company No.1, submitted his Report on 29.3.2004.

Alongwith the said Report, Minutes of the said meeting of the Unsecured Creditors of the Transferor Company No.1, Ballot Papers and Attendance Sheet of the Unsecured Creditors of the Transferor Company No.1 were also filed.

The said Report was supported by an affidavit of Shri S.K. Garg, sworn on 29.3.2004.

It further appears that pursuant to the said order dated 30.1.2004, the meeting of the Unsecured Creditors of the Transferor Company No.2 was held on 20.3.2004 at the time and place mentioned in the said order dated 30.1.2004.

Pursuant thereto, Shri S.K. Garg, as Chairman of the said meeting of the Unsecured Creditors of the Transferor Company No.2, submitted his Report on 29.3.2004.

Alongwith the said Report, Minutes of the said meeting of the Unsecured Creditors of the Transferor Company No.2, Ballot Papers and Attendance Sheet of the Unsecured Creditors of the Transferor Company No.2 were also filed.

The said Report was supported by an affidavit of Shri S.K. Garg, sworn on 29.3.2004.

It further appears that pursuant to the said order dated 30.1.2004, the meeting of the Unsecured Creditors of the Transferor Company No.3 was held on 20.3.2004 at the time and place mentioned in the said order dated 30.1.2004.

Pursuant thereto, Shri C.K. Parekh, as Chairman of the said meeting of the Unsecured Creditors of the Transferor Company No.3, submitted his Report on 29.3.2004.

Alongwith the said Report, Minutes of the said meeting of the Unsecured Creditors of the Transferor Company No.3, Ballot Papers and Attendance Sheet of the Unsecured Creditors of the Transferor Company No.3 were also filed.

The said Report was supported by an affidavit of Shri C.K. Parekh, sworn on 28.3.2004.

It further appears that pursuant to the said order dated 30.1.2004, the meeting of the Unsecured Creditors of the Transferor Company No.4 was held on 20.3.2004 at the time and place mentioned in the said order dated 30.1.2004.

Pursuant thereto, Shri C.K. Parekh, as Chairman of the said meeting of the Unsecured Creditors of the Transferor Company No.4, submitted his Report on 29.3.2004.

Alongwith the said Report, Minutes of the said meeting of the Unsecured Creditors of the Transferor Company No.4, Ballot Papers and Attendance Sheet of the Unsecured Creditors of the Transferor Company No.4 were also filed.

The said Report was supported by an affidavit of Shri C.K. Parekh, sworn on 28.3.2004.

It further appears that pursuant to the said order dated 30.1.2004, the meeting of the Unsecured Creditors of the Transferee Company  was held on 20.3.2004 at the time and place mentioned in the said order dated 30.1.2004.

Pursuant thereto, Shri Vikram Nath, as Chairman of the said meeting of the Unsecured Creditors of the Transferee Company, submitted his Report on 29.3.2004.

Alongwith the said Report, Minutes of the said meeting of the Unsecured Creditors of the Transferee Company, Ballot Papers and Attendance Sheet of the Unsecured Creditors of the Transferee Company were also filed.

The said Report was supported by an affidavit of Shri Vikram Nath, sworn on 29.3.2004.

From a perusal of the Report of Shri S.K. Garg, as Chairman of the meeting of the Unsecured Creditors of the Transferor Company No.1, it appears that following resolution was placed before the meeting of the Unsecured Creditors of the Transferor Company No.1.

"RESOLVED THAT pursuant to the provisions of Section 391 to 394 and other applicable provisions of the Companies Act, 1956, the Scheme of Amalgamation of Rohit Soaps & Detergents Private Limited, Rahul Detergents Private Limited, Singh Detergents Private Limited and Kanpur Detergents and Chemicals Private Limited with Shri Mahadeo Soap Industries Private Limited, as circulated along with the notice of the meeting, a copy of which has also been placed before the meeting and for the purpose of identification signed by the Chairman thereof, be and is hereby approved and agreed to."

It is, interalia, stated in the said Report of Shri S.K. Garg that the meeting of the Unsecured Creditors of the Transferor Company No.1 was held on 20.3.2004 at 10.00 A.M. at 117/H-2/202, Pandu Nagar, Kanpur 208005; and that the meeting was attended by one Unsecured Creditor through Authorised Representative and 12 Unsecured Creditors through proxies, (i.e., total 13 Unsecured Creditors); and that the said Unsecured Creditors, who attended the said meeting, represent value of Rs. 2,23,71,906.94 (i.e., 57.36% of the Total Debt as on 24.1.2004); and that the Resolution quoted above, was unanimously passed in the said meeting; and that the total amount payable to the Unsecured Creditors of the Transferor Company No.1 as on 24.1.2004 was Rs. 3,90,05,864.00 out of which Rs. 2,23,71,906.94 (i.e., 57.36% of the Total Debt as on 24.1.2004) were present at the said meeting, who voted unanimously in favour of the said Resolution.

From a perusal of the Report of Shri S.K. Garg, as Chairman of the meeting of the Unsecured Creditors of the Transferor Company No.2, it appears that following resolution was placed before the meeting of the Unsecured Creditors of the Transferor Company No.2.

"RESOLVED THAT pursuant to the provisions of Section 391 to 394 and other applicable provisions of the Companies Act, 1956, the Scheme of Amalgamation of Rohit Soaps & Detergents Private Limited, Rahul Detergents Private Limited, Singh Detergents Private Limited and Kanpur Detergents and Chemicals Private Limited with Shri Mahadeo Soap Industries Private Limited, as circulated along with the notice of the meeting, a copy of which has also been placed before the meeting and for the purpose of identification signed by the Chairman thereof, be and is hereby approved and agreed to."

It is, interalia, stated in the said Report of Shri S.K. Garg that the meeting of the Unsecured Creditors of the Transferor Company No.2 was held on 20.3.2004 at 12.00 noon at 117/H-2/202, Pandu Nagar, Kanpur 208005; and that the meeting was attended by 7 Unsecured Creditors through proxies; and that the said Unsecured Creditors, who attended the said meeting, represent value of Rs. 9,86,715.52 (i.e., 44.61% of the Total Debt as on 24.1.2004); and that the Resolution quoted above, was unanimously passed in the said meeting; and that the total amount payable to the Unsecured Creditors of the Transferor Company No.2 as on 24.1.2004 was Rs. 22,12,095.52 out of which Rs. 9,86,715.52 (i.e., 44.61% of the Total Debt as on 24.1.2004) were present at the said meeting, who voted unanimously in favour of the said Resolution.

From a perusal of the Report of Shri C.K. Parekh, as Chairman of the meeting of the Unsecured Creditors of the Transferor Company No.3, it appears that following resolution was placed before the meeting of the Unsecured Creditors of the Transferor Company No.3.

"RESOLVED THAT pursuant to the provisions of Section 391 to 394 and other applicable provisions of the Companies Act, 1956, the Scheme of Amalgamation of Rohit Soaps & Detergents Private Limited, Rahul Detergents Private Limited, Singh Detergents Private Limited and Kanpur Detergents and Chemicals Private Limited with Shri Mahadeo Soap Industries Private Limited, as circulated along with the notice of the meeting, a copy of which has also been placed before the meeting and for the purpose of identification signed by the Chairman thereof, be and is hereby approved and agreed to."

It is, interalia, stated in the said Report of Shri C.K. Parekh that the meeting of the Unsecured Creditors of the Transferor Company No.3 was held on 20.3.2004 at 1.30 P.M. at 117/H-2/202, Pandu Nagar, Kanpur 208005; and that the meeting was attended by one Unsecured Creditor through Authorised Representative and 3 Unsecured Creditors through proxies, (i.e., total 4 Unsecured Creditors); and that the said Unsecured Creditors, who attended the said meeting, represent value of Rs. 6,24,86,019.20 (i.e., 97.23% of the Total Debt as on 24.1.2004); and that the Resolution quoted above, was unanimously passed in the said meeting; and that the total amount payable to the Unsecured Creditors of the Transferor Company No.3 as on 24.1.2004 was Rs. 6,42,67,738.20 out of which Rs. 6,24,86,019.20 (i.e., 97.23% of the Total Debt as on 24.1.2004) were present at the said meeting, who voted unanimously in favour of the said Resolution.

From a perusal of the Report of Shri C.K. Parekh, as Chairman of the meeting of the Unsecured Creditors of the Transferor Company No.4, it appears that following resolution was placed before the meeting of the Unsecured Creditors of the Transferor Company No.4.

"RESOLVED THAT pursuant to the provisions of Section 391 to 394 and other applicable provisions of the Companies Act, 1956, the Scheme of Amalgamation of Rohit Soaps & Detergents Private Limited, Rahul Detergents Private Limited, Singh Detergents Private Limited and Kanpur Detergents and Chemicals Private Limited with Shri Mahadeo Soap Industries Private Limited, as circulated along with the notice of the meeting, a copy of which has also been placed before the meeting and for the purpose of identification signed by the Chairman thereof, be and is hereby approved and agreed to."

It is, interalia, stated in the said Report of Shri C.K. Parekh that the meeting of the Unsecured Creditors of the Transferor Company No.4 was held on 20.3.2004 at 2.30 P.M. at 117/H-2/202, Pandu Nagar, Kanpur 208005; and that the meeting was attended by one Unsecured Creditor through Authorised Representative and 4 Unsecured Creditors through proxies, (i.e., total 5 Unsecured Creditors); and that the said Unsecured Creditors, who attended the said meeting, represent value of Rs. 9,15,71,045 (i.e., 94.06% of the Total Debt as on 24.1.2004); and that the Resolution quoted above, was unanimously passed in the said meeting; and that the total amount payable to the Unsecured Creditors of the Transferor Company No.4 as on 24.1.2004 was Rs. 9,73,52,993.40 out of which Rs. 9,15,71,045 (i.e., 94.06% of the Total Debt as on 24.1.2004) were present at the said meeting, who voted unanimously in favour of the said Resolution.

From a perusal of the Report of Shri Vikram Nath, as Chairman of the meeting of the Unsecured Creditors of the Transferee Company, it appears that following resolution was placed before the meeting of the Unsecured Creditors of the Transferee Company.

"RESOLVED THAT pursuant to the provisions of Section 391 to 394 and other applicable provisions of the Companies Act, 1956, the Scheme of Amalgamation of Rohit Soaps & Detergents Private Limited, Rahul Detergents Private Limited, Singh Detergents Private Limited and Kanpur Detergents and Chemicals Private Limited with Shri Mahadeo Soap Industries Private Limited, as circulated along with the notice of the meeting, a copy of which has also been placed before the meeting and for the purpose of identification signed by the Chairman thereof, be and is hereby approved and agreed to."

It is, interalia, stated in the said Report of Shri Vikram Nath that the meeting of the Unsecured Creditors of the Transferee Company was held on 20.3.2004 at 4.00 P.M. at 117/H-2/202, Pandu Nagar, Kanpur 208005; and that the meeting was attended by one Unsecured Creditor through Authorised Representative and 6 Unsecured Creditors through proxies, (i.e., total 7 Unsecured Creditors); and that the said Unsecured Creditors, who attended the said meeting, represent value of Rs. 16,20,13,929.13 (i.e., 97.88% of the Total Debt as on 24.1.2004); and that the Resolution quoted above, was unanimously passed in the said meeting; and that the total amount payable to the Unsecured Creditors of the Transferee Company as on 24.1.2004 was Rs. 16,55,23,350.22 out of which Rs. 16,20,13,929.13 (i.e., 97.88% of the Total Debt as on 24.1.2004) were present at the said meeting, who voted unanimously in favour of the said Resolution.

It further appears that the present Company Petition, namely, Company Petition No. 20 of 2004 was filed by the Petitioners-Companies on 3.4.2004. On 15.4.2004, the Court passed an order, interalia, giving directions for advertisement of the notice of the hearing of the Company Petition and fixing 12.7.2004 as the date for hearing. The said order dated 15.4.2004 is quoted below:

"Issue notice.

The petitioners will serve a copy of this petition as well as a copy of the Company Application No. 4 of 2004 and the reports of the Chairman to the Official Liquidator as well as the Regional Director, Company Law Board, Kanpur within two weeks from today. Affidavit of service shall be filed on or before the date fixed for hearing. The petitioners will also take setps within two weeks from today for publication of the notices in two newspapers namely Pioneer published from Lucknow in English and Amar Ujala published in Hindi from Kanpur indicating therein that the petition would be heard on 12.7.2004.

The Official Liquidator and the Regional Director, Company Law Board, Kanpur will submit the report on or before 5.7.2004 after serving a copy of the said report to the learned counsel for the petitioners.

List this petition for hearing on 12.7.2004 alongwith Company Application No. 4 of 2004."

It further appears that thereafter an Affidavit-Of-Service of Abhai Kant Chaturvedi, stated to be the Constituted Attorney and the Authorised Signatory of the Transferor Companies and the Transferee Company, sworn on 2.7.2004, was filed on behalf of the Petitioners-Companies.

It is, interalia, stated in the said Affidavit-Of-Service that in compliance of the order dated 15.4.2004 passed by this Court, the Petitioners-Companies had served the copy of the present Company Petition (namely, Company Petition No. 20 of 2004), copy of Company Application No. 4 of 2004 and copies of the Reports of the Chairman on the Official Liquidator and the Regional Director, Department of Company Affairs, Kanpur. Copies of the receipts given by the Office of the Official Liquidator as well as the Regional Director, Department of Company Affairs, Kanpur have been filed and collectively numbered as Annexure-I to the said Affdiavit-Of-Service.

It is, interalia, further stated in the said Affidavit-Of-Service that in compliance of the said order dated 15.4.2004 passed by this Court, the Petitioners-Companies got the notices published on 26.4.2004 in ''Pioneer' (English) published from Lucknow  and on 26.4.2004  in ''Amar Ujala' (Hindi) published from Kanpur. Copies of the said newspapers have been filed and collectively numbered as Annexure-II to the said Affidavit-Of-Service.

Pursuant to the service of notice of the hearing of the Company Petition on the Official Liquidator, the Official Liquidator submitted his report being Report No. 123 of 2004 (Paper No. A-5  on the record of the present Company Petition). Further, pursuant to the service of notice of the hearing of the Company Petition on the Regional Director, Northern Region, Ministry of Company Affairs, Kanpur, the said Regional Director submitted his representation/affidavit, sworn on 2.7.2004, (Paper No. A-6 on the record of the present Company Petition) under Section 394-A of the Companies Act, 1956.

However, despite the notices of the hearing of the Company Petition having been advertised in the aforementioned newspapers, no one filed any objections in the matter.

I have heard Shri Satwinder Singh and Shri Piyush Agrawal, learned counsel for the Petitioners-Companies, and Shri S.K. Saxena, Official Liquidator at length.

Let us first take up the Report of the Official Liquidator, namely, Report No. 123 of 2004.

It is, interalia, stated in the said Report that as required under the Second Proviso to Section 394 of the Companies Act, 1956, the Books of Accounts and statutory documents of the Transferor Companies  were produced by Shri Satwinder Singh, Advocate on 13.5.2004; and that the Books of Accounts on scrutiny were found in order.

It is further stated in the said Report of the Official Liquidator (Paper No. A-5) that the Official Liquidator made query in regard to the date of transfer of shares of the Transferor Companies to the Transferee Company by sending letter dated 31.5.2004.

It is, interalia, further stated in the said Report of the Official Liquidator (Paper No. A-5) that the Transferor Companies have furnished their replies by way of letters dated 9.6.2004 in response to the said query made by the Official Liquidator. Copy of the said letter of the Official Liquidator dated 31.5.2004 and copies of the replies/letters dated 9.6.2004 sent by the Transferor Companies have been filed as Annexures-1,2,3,4, and 5 to the said Report of the Official Liquidator (Paper No.A-5).

It is, interalia, further stated in the said Report of the Official Liquidator (Paper No. A-5) that as per the said replies/letters of the Transferor Companies, the shares of the Transferor Companies were transferred to the Transferee Company with its nominee on 20.3.2003 and thus, the Transferor Companies became wholly-owned-subsidiaries of the Transferee Company and continue to be the same till date, which clearly indicates that as on 1.4.2003, the appointed date, the Transferor Companies were wholly-owned subsidiaries of the Transferee Company; and that the shares of the Transferor Companies will be cancelled on merger with the  Transferee Company; and that the authorised capital of the Transferee Company is sufficient as no shares will be allotted to the Shareholders of the Transferor Companies being subsidiaries of the Holding Company (i.e., Transferee Company).

It is, interalia, further stated in the said Report of the Official Liquidator (Paper No. A-5) that in view of the position explained by the Transferor Companies and on the scrutiny of the Books of Accounts and Papers, the Official Liquidator is of the opinion/view that the affairs of the Transferor Companies have not been conducted in a manner prejudicial to the interest of its members or to the public interest; and that the Company Petition under Sections 391 and 394 of the Companies Act, 1956 may be decided by this Court on merits.

Coming now to the representation/affidavit of the Regional Director, Northern Region, Ministry of Company Affairs, Kanpur (Paper No. A-6), it is, interalia, stated in the said representation/affidavit that as per Clause 5.16 (a) of the proposed Scheme of Amalgamation, all the employees of the Transferor Companies shall become the employees of the Transferee Company without break or interruption in their services upon sanctioning of the proposed Scheme of Amalgamation by this Court.

The said representation/affidavit of the said Regional Director quotes paragraph 6.5(a) of the proposed Scheme of Amalgamation, which is as under:

"(a) In the event of any of the said sanctions and approvals not being obtained and/or the Scheme not being sanctioned by the Hon'ble High Court and/or the order(s) not being passed as aforesaid on or before 30.6.2004 or within such further period or periods as may be agreed upon by and between the Transferor Companies and the Transferee Company, this Scheme shall stand revoked and  cancelled and become null and void and be of no effect."

It is, interalia, further stated in the said representation/affidavit that in view of the above-quoted paragraph 6.5(a) of the proposed Scheme of Amalgamation, the matter was taken up with the Transferee Company; and that the Transferee Company has intimated that the Board of Directors of the Transferor Companies as well as the Transferee Company, in their respective Board Meetings held on 22.4.2004 have passed necessary Resolutions extending the period for sanctioning the proposed Scheme of Amalgamation upto 31.3.2005.

It is submitted by Shri S.K. Saxena, Official Liquidator that in view of paragraph 6.5(a) of the proposed Scheme of Amalgamation, in case the order sanctioning the proposed Scheme of Amalgamation were not passed on or before 30.6.2004, the proposed Scheme of Amalgamation would stand revoked and cancelled and become null and void and be of no effect. It is submitted by the Official Liquidator that in view of the said paragraph 6.5(a) of the proposed Scheme of Amalgamation, the Transferor Companies as well as the Transferee Company were required to clarify the position in this regard.

Shri Satwinder Singh, learned counsel for the Petitioners-Companies submits that the said paragraph 6.5(a) of the proposed Scheme of Amalgamation itself provides that in case the order sanctioning the proposed Scheme of Amalgamation were not passed on or before 30.6.2004, it was open to extend the time for "such further period or periods as may be agreed upon by and between the Transferor Companies  and the Transferee Company".

It is submitted by Shri Satwinder Singh, learned counsel for the Petitioners-Companies that the Board of Directors of the Transferor Companies  and the Board of Directors of the Transferee Company at their respective meetings have extended the period upto 31.3.2005.  He refers to the affidavit of Shraddha Tiwari, sworn on 2.7.2004 (Paper No. A-8), as well as the Supplementary Affidavit filed on behalf of the Petitioners-Companies.

It is, interalia, stated in the said affidavit of Shraddha Tiwari (Paper No. A-8) that the Board of Directors of the Transferor Companies   and the Transferee Company  in their respective Board Meetings held on 22.4.2004 have passed the Resolution (s) extending the period for sanctioning the proposed Scheme of Amalgamation uptil 31.3.2005 or within such further period or periods as may be agreed upon by and between the Transferor Companies and the Transferee Company.

Copies of the said Resolutions passed on 22.4.2004 by the Board of Directors of the Transferor Company No.1, the Transferor Company No.2, the Transferor Company No.3, and the Transferor Company No.4 have been filed as part of Annexure-1 to the said affidavit, and appear at pages 5,7,9 and 11 of the Paper Book of the said affidavit. Copy of the said Resolution passed by the Board of Directors of the Transferee Company  on 22.4.2004 has been filed as part of Annexure-1 to the said affidavit, and appears at page 13 of the Paper Book of the said affidavit.

During the course of hearing, question arose as to whether the extension of period contemplated in the aforesaid paragraph 6.5(a) of the proposed Scheme of Amalgamation could be done only by calling fresh meeting(s) as contemplated under Section 391(1) and (2) read with Section 393 of the Companies Act, 1956 or such extension could be done by the Board of Directors of the Transferor Companies and the Transferee Company by passing Resolutions at their respective Board Meetings.

The Petitioners-Companies have clarified their stand on the said question in Supplementary Affidavit of Shraddha Tiwari, sworn on 27.8.2004.

Paragraph 3 of the said Supplementary Affidavit quotes paragraph 6.2(a) of the proposed Scheme of Amalgamation, which is as follows:

"(a) The Transferor Companies and the Transferee Company by their respective Board of Directors either by themselves or by any Committee constituted by the Board of Directors in this behalf may make or assent from time to time on behalf of all persons concerned to any extension, modification or amendments of this Scheme or any of conditions or limitation which the Court and/or any authorities/ persons may deem fit to approve of or impose and to resolve all doubts or difficulties that may arise for carrying out the Scheme and to do and execute all acts, deeds, matters and things necessary for putting the Scheme into effect."

It is, interalia, stated in paragraph 4 of the said Supplementary Affidavit that thus, the proposed Scheme of Amalgamation specifically provides that the Board of Directors or the Committee constituted by the Board of Directors can extend, modify or amend the proposed Scheme of Amalgamation or any condition therein for putting the proposed Scheme of Amalgamation into effect.

It is submitted by Shri Satwinder Singh, learned counsel for the Petitioners-Companies that in view of the said paragraph 6.2(a) of the proposed Scheme of Amalgamation, the Board of Directors of the Transferor Companies and the Board of Directors of the Transferee Company had power to extend the period mentioned in paragraph 6.5(a) of the proposed Scheme of Amalgamation. Thus, the aforesaid Resolutions passed by the Board of Directors of the Transferor Companies and the Board of Directors of the Transferee Company extending the period mentioned in paragraph 6.5(a) of the proposed Scheme of Amalgamation were fully valid.

I have considered the submissions made by Shri Satwinder Singh, learned counsel for the Petitioners-Companies on the said question, and I am inclined to accept the same.

Reading paragraph 6.5(a) and paragraph 6.2(a) of the proposed Scheme of Amalgamation together, it is evident that the Board of Directors of the Transferor Companies  and the Board of Directors of the Transferee Company may agree to the extension of the period mentioned in paragraph 6.5(a) of the proposed Scheme of Amalgamation. Paragraph 6.2(a) of the proposed Scheme of Amalgamation, interalia, provides that the Board of Directors of the Transferor Companies and the Board of Directors of the Transferee Company either by themselves or by any Committee constituted by the Board of Directors in this behalf "may make or assent from time to time on behalf of all persons concerned to any extension , modification or amendments of this Scheme". It is evident from the said paragraph 6.2(a) of the proposed Scheme of Amalgamation that the respective Board of Directors of the Transferor Companies  and the Transferee Company have been given power to make or assent to any extension of the proposed Scheme of Amalgamation, and this would be done by such Board of Directors on behalf of all persons concerned. In view of the wide powers given in the said paragraph 6.2(a) of the proposed Scheme of Amalgamation, I am of the opinion that it is not necessary to call fresh meeting(s) as per the provisions of Section 391(1) and (2) read with Section 393 of the Companies Act, 1956 for extending the period as contemplated in paragraph 6.5(a) of the proposed Scheme of Amalgamation.

It is, thus, evident that the question raised in the representation/affidavit of the Regional Director (Paper No.A-6) regarding the period mentioned in paragraph 6.5(a) of the proposed Scheme of Amalgamation has been satisfactorily explained by the Petitioners-Companies.

From the narration of the facts given above, it is evident that the requirement for holding the meetings of the Equity Shareholders and the Secured Creditors of each of the 4 Transferor Companies, as per the requirements of Section 391(1) read with Section 393 of the Companies Act, 1956 was dispensed with by this Court by its order dated 30.1.2004 passed on the aforesaid Company Application No. 4 of 2004.

Further, the requirement for holding the meetings of the Equity Shareholders and the Secured Creditors of the Transferee Company, as per the requirements of Section 391(1) read with Section 393 of the Companies Act, 1956, was dispensed with by this Court by the said order dated 30.1.2004 passed on the aforesaid Company Application No. 4 of 2004.

Further, the meeting of the Unsecured Creditors of the Transferor Company No.1, the Transferor Company No.2, the Transferor Company No.3 and the Transferor Company No.4, as per the directions given in the said order dated 30.1.2004, were held on 20.3.2004 at the time and place mentioned in the said order dated 30.1.2004.

Details of the attendance at the said meetings of the Unsecured Creditors of the Transferor Company No.1, the Transferor Company No.2, the Transferor Company No.3 and the Transferor Company No.4 have already been given in the earlier part of this order. As noted above, the Resolution, as reproduced above, approving the proposed Scheme of Amalgamation was passed unanimously at the said respective meetings of the Unsecured Creditors of the Transferor Companies Nos. 1,2,3 and 4.

Further, the meeting of the Unsecured Creditors of the Transferee Company, as per the directions given in the said order dated 30.1.2004, was held on 20.3.2004 at the time and place mentioned in the said order dated 30.1.2004.

Details of the attendance at the said meeting of the Unsecured Creditors of the Transferee Company have been given in the earlier part of this order.

Further, as noted above, the Resolution as reproduced above, approving the proposed Scheme of Amalgamation was passed unanimously at the said meeting of the Unsecured Creditors of the Transferee Company.

It is further evident from a perusal of the Company Petition and Annexures C,E,G and I thereto that the Petitioners-Companies have brought on record the Annual Reports in respect of the Transferor Companies Nos. 1,2,3 and 4 containing the Audited Balance Sheets and Profit and Loss Accounts as well as other particulars of the Transferor Companies Nos. 1,2,3 and 4 for the year ended on 31.3.2003. Similarly, a perusal of the Company Petition and Annexure-K thereto shows that the Petitioners-Companies have brought on record the Annual Report in respect of the Transferee Company containing the Audited Balance Sheet and Profit and Loss Account as well as other particulars of the Transferee Company for the year ended on 31.3.2003.

Further, summary of the financial position of the Transferor Company No.1  as on 31.3.2003 has been given in paragraph 7 of the Company Petition. In paragraph 8 of the Company Petition, it is interalia, stated that subsequent to the date of the said Accounts, there has been no substantial change in the financial position of the Transferor Company No.1 excepting those arising or resulting from the usual course of business.

Further, summary of the financial position of the Transferor Company No.2  as on 31.3.2003 has been given in paragraph 14 of the Company Petition. In paragraph 15 of the Company Petition, it is interalia, stated that subsequent to the date of the said Accounts, there has been no substantial change in the financial position of the Transferor Company No.2 excepting those arising or resulting from the usual course of business.

Further, summary of the financial position of the Transferor Company No.3  as on 31.3.2003 has been given in paragraph 21 of the Company Petition. In paragraph 22 of the Company Petition, it is interalia, stated that subsequent to the date of the said Accounts, there has been no substantial change in the financial position of the Transferor Company No.3 excepting those arising or resulting from the usual course of business.

Further, summary of the financial position of the Transferor Company No.4 as on 31.3.2003 has been given in paragraph 28 of the Company Petition. In paragraph 29 of the Company Petition, it is interalia, stated that subsequent to the date of the said Accounts, there has been no substantial change in the financial position of the Transferor Company No.4 excepting those arising or resulting from the usual course of business.

Further, summary of the financial position of the Transferee Company as on 31.3.2003 has been given in paragraph 35 of the Company Petition. In paragraph 36 of the Company Petition, it is interalia, stated that subsequent to the date of the said Accounts, there has been no substantial change in the financial position of the Transferee Company excepting those arising or resulting from the usual course of business.

It is, interalia, stated in paragraph 52 of the Company Petition that the proposed Scheme of Amalgamation does not involve any compromise or composition with the Creditors of the Petitioners-Companies in any manner whatsoever.

In paragraph 53 of the Company Petition, it is, interalia, stated that no proceedings under Sections 235 to 251 of the Companies Act, 1956 are pending against the Petitioners-Companies.

It is, interalia, further stated in paragraph 53 of the Company Petition that no proceedings under Sections 397 and 398 of the Companies Act, 1956 have ever been launched against the Petitioners-Companies.

In paragraph 54 of the Company Petition, it is averred that the Auditors of the Petitioners-Companies do not disclose any mismanagement in the affairs of the Petitioners-Companies.

It is, interalia, stated in paragraph 55 of the Company Petition that the sanction of the proposed Scheme of Amalgamation will be for the benefit of the Petitioners-Transferor Companies and the Petitioner - Transferee Company.

It is, interalia, stated in paragraph 57 of the Company Petition that the Company Petition is made bonafide and in the interest of justice.

In paragraph 58 of the Company Petition, it is, interalia, averred that no one will be prejudiced if the proposed Scheme of Amalgamation is sanctioned, and the sanction of the said Scheme will benefit and will be in the interest of the Petitioners-Companies, their Shareholders, Creditors, Employees and all concerned.

It is, interalia, further stated in paragraph 53 of the Company Petition that the Petitioners-Companies have disclosed all the material particulars in relation to the Transferor Companies and the Transferee Company.

As already noted above, despite the notices of the hearing of the Company Petition having been advertised in the Newspapers, no objections have been filed in the matter.

Further, as discussed above, the queries/questions raised by the Official Liquidator and the Regional Director have been satisfactorily explained by the Petitioners-Companies.

Having regard to the aforesaid, the Court is satisfied that the Petitioners-Companies have disclosed to the Court all material facts relating to the Petitioners-Transferor Companies and the Petitioner-Transferee Company, as per the requirements of the Proviso to Sub-section (2) of Section 391 of the Companies Act, 1956. Nothing adverse has been brought to the notice of the Court dissuading it from giving its approval to the proposed Scheme of Amalgamation.

In view of the aforesaid discussion, the proposed Scheme of Amalgamation, annexed as Annexure-A to the Company Petition at page 16 of the Paper Book of the Company Petition, is hereby sanctioned, as per the provisions of Sections 391 and 394 of the Companies Act, 1956.

In view of the sanction of the proposed Scheme of Amalgamation, it is directed, as per the provisions of Section 394(2) of the Companies Act, 1956, that all the properties, rights, interests and powers of the Transferor Companies and all the liabilities, obligations, duties and engagements of the Transferor Companies shall be transferred to and vested in the Transferee Company as per the terms of the Scheme of Amalgamation.

It is further directed that the Transferor Company  No.1 (Rohit Soaps and Detergents Private Limited), the Transferor Company No.2 (Rahul Detergents Private Limited), the Transferor Company No.3 (Singh Detergents Private Limited), and the Transferor Company No.4(Kanpur Detergents and Chemicals Private Limited) stand dissolved, without winding-up, as per the Scheme of Amalgamation.

Let the order be issued in Form No. 42 of the Companies (Court) Rules, 1959.

Certified copy of the order will be filed by the Petitioners-Companies with the Registrar of Companies, Kanpur within 30 days of the issuance of the certified copy of order, as per the requirements of Section 394(3) of the Companies Act, 1956.

The Company Petition stands disposed of accordingly.

Dated :31.3.2005

safi


Copyright

Reproduced in accordance with s52(q) of the Copyright Act 1957 (India) from judis.nic.in, indiacode.nic.in and other Indian High Court Websites

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