USHA MEHRA ( 1 ) THE applicant, Shree Leasing Industrial and Finance Company Ltd. (hereinafter called transferor company ) filed scheme of amalgamation which was listed as Company Petition No. 59/93. It also filed an application for confirmation of the said scheme which was registered as Company Application No. 106/93. In the said application the applicant (transferor company) sought directions for dispensing with the convening of a meeting of the equity shareholders, preference shareholders, secured creditors as well as of unsecured creditors of the applicant company for the purposes of considering, and if thought fit, for approving with or without modification, the proposed scheme of amalgamation of the applicant company with Shree Cement Ltd. (hereinafter called the transferee company ). ( 2 ) THIS court vide order dated 20th January, 1993 did not deem it proper to dispense with the convening of the meetings of the equity shareholders, preference shareholders, secured creditors and that of unsecured creditors. ( 3 ) THE registered office of the applicant is situated at L-63, Connaught Circus, New Delhi. The objects of the transferor company mainly are to finance industrial enterprises; to lend and advance moneys to entrepreneurs, promoters and industrial concerns and also carry out leasing and other financing activities; to carry on the business of an investment company and to invest the capital and other monies of the company in the purchase or upon the security of shares, stocks units, debentures, debenture-stock, bonds, mortgages, obligations and securities of any kind issued or guaranteed by any company, corporation or undertaking; to carry on business to acquire, hold, sell, buy or otherwise deal in any shares, stocks, debentures, debenture-stock, bonds, mortgages, obligations and other securities by original subscription, syndicate participation tender, purchase, exchange, gift or otherwise deal with etc. The transferee company has its registered office at Beawar Masuda Road, Near Village Andheri Deori, Beawar 305 901, Rajasthan. The main object of the transferee company is to manufacture the cement. The transferee company was contemplating expansion of its manufacturing activities, and therefore entered into a memorandum of understanding with the Rajasthan State Industrial Development and Investment Corporation. The transferee company has also entered into an agreement with M/s. F. L. Smidth and Co. The main object of the transferee company is to manufacture the cement. The transferee company was contemplating expansion of its manufacturing activities, and therefore entered into a memorandum of understanding with the Rajasthan State Industrial Development and Investment Corporation. The transferee company has also entered into an agreement with M/s. F. L. Smidth and Co. , Denmark who was desirous of accepting an equity stake either directly or through its nominees at a premium to be decided by the board subject to necessary consent and approval of the concerned authorities. The transferee company accordingly obtained approval of the Secretariat for industrial approval for issuance of shares to M/s. F. L. Smidth and Co. , Denmark or its nominees. Further approval of Industrial Development Bank of India (I. D. B. I.) has also been obtained. The transferee company had approached the Reserve Bank of India for allotment of 36,00,000 shares to the said M/s. F. L. Smidth and Co. Denmark or its nominees at a premium of Rs. 25. 00 each. The transferor and the transferee company in the circumstances considered it advantageous to combine the activites of both the companies with a view to carry on the activities as a single company. The transferee company accordingly applied for amalgamation of the transferor company in the High Court of Rajasthan. The High Court of Rajasthan, in Company Petition No. 2/93 connected with Company Case No. 1/93, decided on 8th July, 1993, approved the scheme of amalgamation of the present applicant transferor company with the transferee company i. e. Shree Cement Ltd. It has been further observed that the said scheme of amalgamation will be binding on both the companies and their shareholders and creditors. The predominent purpose of such merger is to have the benefit of synergy of activities and operation consequent upon the merger and to enable the amalgamated company to carry on the combined business more economically as an amalgamated company. The amalgamation would also result in reduction in administrative and other overhead expenses besides offering most optimum utlisation of the facilities, management, manpower and other resources. The amalgamation would be beneficial in view of the strong opportunities for growth provided by the liberalised industrial and economic policy of the Government. It would enable further growth and diversification of the business of both the companies. The amalgamation would be beneficial in view of the strong opportunities for growth provided by the liberalised industrial and economic policy of the Government. It would enable further growth and diversification of the business of both the companies. It is further alleged that the transferor company would be benefitted because of the tremendous goodwill and the reputation of the transferee company. This amalgamation will contribute in furthering and fulfilling the objects of both the companies concerned and in the growth and development of their business. The said scheme will enable the companies to stablise the business of the companies and reduce frequent market fluctuation and enable the amalgamated company to withstand cyclical recession in the business of the companies. By amalgamation the company will be in a position to generate additional funds. It will be beneficial for both the companies, their shareholders, equity as well as preferential, for creditors- secured as well as unsecured. The interest of the workers of the transferor company has also been protected. ( 4 ) AS already observed above, vide order dated 20th January, 1993, the request of the applicant for dispensing with the meeting was not acceded to. On the contrary, directions were given that a meeting of the equity and preference shareholders of the transferor company as well as of the secured and unsecured creditors be held. Directions were also issued for issuing of citation in the newspapers namely times of India (English) and navbharat Times (Hindi) in accordance with the rules atleast 21 clear days "notice before the meetings as aforesaid together with a copy each of the said scheme and statement required to be sent under Section 393 of the Act and the prescribed form of proxy be sent to each of the shareholders of the transferor company at their respective last known addresses. Further directions were given that the quorum for the meetings of the equity and preference shareholders will be two, while in the case of meeting of the secured and unsecured creditors it will be three and four respectively. ( 5 ) THE meeting of the equity shareholders, preferential shareholders, secured debtors as well as unsecured debtors were held at the registered office of the transferor company i. e. L-63, Con. Circus, New Delhi-1. The quoram was present as fixedby the court. The meeting was held under the Chairmanship of Mr. S. K. Agnihotri, Mr. ( 5 ) THE meeting of the equity shareholders, preferential shareholders, secured debtors as well as unsecured debtors were held at the registered office of the transferor company i. e. L-63, Con. Circus, New Delhi-1. The quoram was present as fixedby the court. The meeting was held under the Chairmanship of Mr. S. K. Agnihotri, Mr. P. G. Gokhle, Mr. Surya Kant and Mr. Sarat Chandra on 20th March, 1993 at the fixed time. The proposed scheme of arrangement as modified in the meeting was put to vote. It was approved unanimously by all the shareholders, i. e. equity as well as preferential beside secured as well as unsecured creditors. The following modification was suggested in Clause 12-A which was unanimously approved in each of the meetings. CLAUSE 12-A "the transferee company shall, without any further application or deed, issue and allot to every equity shareholder of the transferor company two equity shares of Rs. 10. 00 each credited as fully paid up in the transferee company for every 5 equity shares of Rs. 10. 00 each as fully paid up held by such shareholder in the transferor company. "the report of the respective chair persons had been filed and taken on record. No one present filed any objection to the proposed amendment. ( 6 ) THE notice on petition for confirmation was issued to the Central Government and the Official Liquidator, and the citation was ordered to be published in accordance with the rules in the same newspaper in which it was published earlier. ( 7 ) THE Central Government filed an affidavit of one Mr. R. C. Nigam, Northern Region, Department of Company Affairs, stating therein that the Central Government has not to oppose the proposed amended scheme of amalgamation. The Official Liquidator, Mr. V. P. Singhal in his report has stated that the proposed amalgamation is not against the interest of the shareholders or the creditors. It has further been stated in his report that the authorised capital of the transferor company is Rs. 5. 00 crore and subscribed and paid-up capital is Rs. 1,20,03,000. 00. The exchange ratio of the shares worked out by the Chartered Accountant as well as by I. D. B. I. , the transferee company will allot to the shareholders of the transferor company one equity share of Rs. 10. 00 each for every five fully paid up equity shares of Rs. 1,20,03,000. 00. The exchange ratio of the shares worked out by the Chartered Accountant as well as by I. D. B. I. , the transferee company will allot to the shareholders of the transferor company one equity share of Rs. 10. 00 each for every five fully paid up equity shares of Rs. 10. 00 each and 7 shares of Rs. 10. 00 each for every 10 preference shares of Rs. 100. 00 each. That he did not notice any major irregularity or contravention in the company and that the books of accounts and other statutory books were found generally in order. Nothing objectionable has been indicated by the Official Liquidator by which it could be said as detrimental to the public at large. After scrutinising the whole record, the Official Liquidator opined that affairs of the transferor company have not been conducted in a manner prejudicial to the interest of their creditors or shareholders and that the transferor company could be dissolved without the process of winding up. ( 8 ) AFTER convening and holding of the meetings by the respective chair- persons citation was also published as ordered. No one has filed objection to the modified scheme of amalgamation. I have also gone through the proposed scheme, as well as the memorandum of articles of association of the transferor company. The said articles of association provides for amalgamation. The scheme envisages the transfer and vesting of all rights and claims of transferor companies to the transferee company, likewise all debts, liabilities, duties and obligations have been taken over by the transferee company. The scheme further envisages taking over all the employees of the transferor companies together with the benefit of continuity of service in the transferee company under the scheme on terms not less favourable to them. ( 9 ) THE scheme of amalgamation filed in Company Petition No. 59/93 connected with the Company Application No. 106/93 is approved as unanimously passed in resolution of the preference shareholders, equity shareholders, secured creditors and of unsecured creditors. The approved scheme will come into effect from the appointed date namely 1st April, 1992. The transferor company stands dissolved without being wound up from the day the copy of the this order is filed with the Registrar of Companies within 30 days from the date of this order. The approved scheme will come into effect from the appointed date namely 1st April, 1992. The transferor company stands dissolved without being wound up from the day the copy of the this order is filed with the Registrar of Companies within 30 days from the date of this order. It is further directed that the scheme hereby approved shall be binding on all classes of shareholders and creditors. Any person interested shall be set at liberty to apply to this Court for any direction that may be necessary. ( 10 ) THE Company Petition No. 59/93 is hereby disposed of in terms of the above order. The formal order may be drawn by the Registry.