JUDGMENT : M.S. Parikh, J. All these three petitions are submitted by the petitioners for obtaining sanction of scheme of amalgamation as per Annexure C in all these petitions by virtue of the provisions contained in sections 391, 392 and 394 of the Companies Act, 1956 (for short' the Act'). 2. The petitioners in company petitions Nos. 131 of 1994 and 132 of 1994, namely, Associated Chemicals and Intermediates Ltd. and Abir Chemicals Limited are the transferor companies, whereas the petitioner in company petition No. 151 of 1994, namely, Ankur Projects Ltd. is the transferee company. They are respectively referred to as 'the transferor companies' and 'the transferee company'. The transferor Companies are sought to be amalgamated with the transferee company. 3. The main objects of the transferee company are set out in detail in the memorandum of association annexed with the concerned petition. The same is the case with regard to the objects of the transferor companies. The main common objects of the three companies are to carry on the business as dealers, general order suppliers, contractors, importers, exporters, merchants, stockists, buyers, sellers, growers agents, brokers, commission agents, and dealers in cotton, jute, tea, coffee, tobacco, rubber, oil, grains, pulses, seeds, vegetable product, ghee, processed foods, cotton goods, tobacco products, textiles, garments, yarn, synthetics goods, fibrous materials, mill stores, coal, dyes chemicals, fertilisers, building materials, office appliances, domestic appliances, furniture, decorative items, gift items, steel utensils, plastic goods and rubber items, pulp, paper, engineering goods, electrical items, electronic items, steel and cast iron items and such main objects of the transferee company are wide enough to take within their sweep the transferor companies. 4. All the three companies are sought to be amalgamated for the purpose of enlargement of the area of their operation and for diminishing unnecessary administrative cost. The detailed reasons for such amalgamation are set out in the respective petitions and that is how the three companies have thought it fit to enter into the scheme of amalgamation as per Annexure-C. 5. Necessary advertisements have been published in Indian Express, dated 22.8.1994, and Loksatta Jansatta, dated 22.8.1994, insofar as the transferor companies are concerned. Such advertisements are published in Indian Express, dated 20.9.1994, and Loksatta Jansatta, dated 28.9.1994, insofar as transferee company is concerned. Necessary advertisements have been published in Indian Express, dated 22.8.1994, and Loksatta Jansatta, dated 22.8.1994, insofar as the transferor companies are concerned. Such advertisements are published in Indian Express, dated 20.9.1994, and Loksatta Jansatta, dated 28.9.1994, insofar as transferee company is concerned. The court notice was also issued to the Central Government in accordance of the provision contained in section 394-A of the Act in each of the petitions. 6. The meetings of the shareholders and creditors of the transferor companies and the meeting of the shareholders of the transferee company came to be dispensed with by the orders dated 28.6.1994 and 10.8.1994 (Coram : S.D. Shah, J.) respectively. Accordingly, after these three petitions were admitted and necessary advertisements were issued, as stated above, the same have been placed for final hearing before this court. 7. Insofar as Central Government is concerned, Mr. Jayant Patel, learned Additional standing counsel for Central Government has placed on record the letter dated 6.12.1994 issued by the Registrar of Companies, Gujarat, leaving to the court the matter being decided on its own merits. Mr. Haroobhai Mehta, learned Senior Standing Counsel and Mr. J.D. Ajmera, learned Additional Standing Counsel have also referred to this letter dated 6.12.1994 issued by the Registrar of Companies, Gujarat. Insofar as report of the official liquidator is concerned, he has no objection for according sanction to the scheme of amalgamation subject to the court dealing with the following objections raised by the chartered accountant : 8. The first set of objections would relate to the petitioner, Associated Chemicals and Intermediates Ltd., the transferor company, and that is in company petition No. 131 of 1994. The objections briefly stated are (1) The company has not charged interest on its loans and advances granted to Expert Marketing and on bills discounted drawn by Rishi Enterprise on 12.12.1989. The principal amounts of the above advances have also not been received and the total amount of interest waived would come to Rs. 2,56,096 as per the details given in financial evaluation set out in point No. 12 in the chartered accountant's report. On the face of this objection, it appears that the debt is quite old. It is from this angle that the affidavit-in-reply to this objection shall have to be considered. The explanation then is that necessary steps are being taken by the petitioner company although no litigation has yet started. On the face of this objection, it appears that the debt is quite old. It is from this angle that the affidavit-in-reply to this objection shall have to be considered. The explanation then is that necessary steps are being taken by the petitioner company although no litigation has yet started. This is in the face of the fact that there is a likelihood of business bad debts and non-recovery of dues atleast from some debtors being usual in the company like the petitioner, whose turnover is to the extent of Rs. 17 crores. It is submitted on behalf of the petitioner that negotiations are going on between the petitioner company and the two debtors named above for the purpose of realising some amount. In my opinion, this objection cannot come in the way of the scheme of amalgamation being sanctioned. (2) The second objection is in these terms : Consent of some secured creditors and unsecured creditors have not been obtained. The reply in this connection is that one Bank of Credit and Commercial International Limited (BCCI) was the Bank with which the petitioner was dealing. There was an international scandal as a result of which that bank was taken into liquidation. Some disputes arose between the petitioner and the liquidator of that bank which disputes were not sorted out at the time when the petition was filed before this court. Under such circumstances, the petitioner did not consider the said bank as a secured creditor. The disputes were, then, resolved and since the said bank is taken out of liquidation as per the scheme of arrangement under which a wholly owned subsidiary of the State Bank of India, namely, SBI Commercial and International Bank Ltd. has taken over the ownership, control and management of the said bank. The said bank has thereupon given in writing a letter stating that they have no objection to the scheme of amalgamation being sanctioned. Under these circumstances, this objection would not survive. This reply provides an answer to the objection insofar as the secured creditor is concerned. In respect of the alleged unsecured creditors the explanation of the petitioner company is two-fold. Under these circumstances, this objection would not survive. This reply provides an answer to the objection insofar as the secured creditor is concerned. In respect of the alleged unsecured creditors the explanation of the petitioner company is two-fold. Firstly, at the time when company application was filed disputes were pending with a very few persons as per the list given by the official liquidator's chartered accountant and since the dues were disputed, the petitioner did not accept such creditors as the creditors of the company and, therefore, obtaining of their consent according to the petitioner company did not arise. It is alternatively explained that consent letters which were filed in the application were of more than 80 unsecured creditors and the amount payable to them in all would be more than 99% of the total dues. Thus, in any case, the statutory majority was maintained. Apart from the fact that the reply given by the petitioner meets with the objections, none of the unsecured creditors named by the chartered accountant, and referred to in the objection of the official liquidator, has come forward to object to the sanctioning of the proposed scheme. Even then the order which is being passed takes care of interested persons to apply to this court for appropriate direction that may be necessary. (3) This objection relates to sale transaction of sheds at Vatva GIDC and, according to this objection, proper sale deed in respect of such transaction has not been executed and the transaction was for the amount which would be much less than the prevailing market price in the locality. In this connection, the reply supported by necessary documents is that negotiations between the petitioner and the purchaser took place somewhere in the month of June-July, 1993, when the price of the land at GIDC Estate was Rs. 250 per sq. mtr. which would have fetched price of Rs. 4,69,700, whereas in fact the deal with regard to disputed property was finalised at Rs. 5 lakhs. Subsequent rise in the price in the sum of Rs. 300 per sq. mtr. would be irrelevant bearing in mind the fact that the transaction was finalised before that. A certificate issued by the GIDC has been annexed in support of this reply. 4,69,700, whereas in fact the deal with regard to disputed property was finalised at Rs. 5 lakhs. Subsequent rise in the price in the sum of Rs. 300 per sq. mtr. would be irrelevant bearing in mind the fact that the transaction was finalised before that. A certificate issued by the GIDC has been annexed in support of this reply. Bearing in mind the location of the property for which the transaction was finalised and the certificate annexed in support of the reply, I find that the objection would stand squarely answered. 9. In respect of another transferor company - Abir Chemicals Ltd., the petitioner in company petition No. 132 of 1994, the objections are also three-fold and they now need be dealt with : (1) Investment in shares of Contech (India) (P) Ltd. for Rs. 45,00,000 has been made. The price per share comes to Rs. 10, while the face value of the share is Rs. 10. There was a memorandum of understanding resulting into the transaction of purchase of these shares. Dividend at 18% p.a. was received with the result that the effective dividend on the value of Rs. 40-23 would come to 4.47% p.a. The reply in this connection is that as per the balance-sheet of Contech (India) (P) Ltd. as on 31.3.1993, the break-up value of the share is Rs. 53-60. In fact, the company was highly profitable and as per the certificate of Hemant R. Vora and Company, Chartered Accountants, the break-up value of the shares of the said company as on 31.3.1994 is Rs. 57.76. This is as against the purchase price of Rs. 40.23 per share. In my opinion, the above explanation supported by the chartered accountant's certificate provides an appropriate answer to the objection. (2) The company received interest at the rate of 15% p.a. on its advances to Axpert Computers (P) Ltd. and paid interest at the rate of 18% to 21% p.a. on loans received by it. This objection has been dealt with in the affidavit in reply filed by the petitioner. Accordingly, borrowings are made by the petitioner on long-term basis at the market rate of interest; whereas for some time or on occasions, the petitioner might not require the funds. This objection has been dealt with in the affidavit in reply filed by the petitioner. Accordingly, borrowings are made by the petitioner on long-term basis at the market rate of interest; whereas for some time or on occasions, the petitioner might not require the funds. Hence, instead of keeping the funds idle without earning any interest worth the name, the petitioner might have advanced the funds to Axpert Computers (P) Ltd. It is impossible to find out (the) situation whereby the rate of lending and rate of borrowing would be identical because, both the contracts, being independent contracts, are governed by various factors prevailing at different points of time. In my opinion, this explanation deserves acceptance and in any case, the objection does not adversely affect the viability of the scheme of amalgamation. (3) The petitioner company has not obtained consent of some secured and unsecured creditors. The reply in this connection is that one Bank of Credit and Commercial International Limited (BCCI) was the bank with which the petitioner was dealing. There was an international scandal, as a result of which that bank was taken into liquidation. Some disputes arose between the petitioner and the liquidator of that bank which disputes were not sorted out at the time when the petition was filed before this court. Under such circumstances, the petitioner did not consider the said bank as a secured creditor. The disputes were then resolved and since the said bank is taken out of liquidation as per the scheme of arrangement under which a wholly owned subsidiary of the State Bank of India, namely, SBI Commercial and International Bank Ltd. has taken over the ownership, control and management of the said bank. The said bank has thereupon given in writing a letter stating that they have no objection to the scheme of amalgamation being sanctioned. Under these circumstances, this objection would not survive. This reply provides an answer to the objection insofar as the secured creditor is concerned. In respect of the alleged unsecured creditors, the explanation of the petitioner company is two-fold. Under these circumstances, this objection would not survive. This reply provides an answer to the objection insofar as the secured creditor is concerned. In respect of the alleged unsecured creditors, the explanation of the petitioner company is two-fold. Firstly, at the time when company application was filed disputes were pending with a very few persons as per the list given by the official liquidator's chartered accountant and since the dues were disputed, the petitioner did not accept such creditors as the creditors of the company and, therefore, question of obtaining of their consent according to the petitioner company did not arise. It is alternatively explained that consent letters which were filed in the application were more than 80 unsecured creditors and the amount payable to them in all would be more than 99% of the total dues. Thus, in any case, the statutory majority was maintained. Apart from the fact that the reply given by the petitioner meets with the objections, none of the unsecured creditors named by the chartered accountant and referred to in the objection of the official liquidator, has come forward to object to the sanctioning of the proposed scheme. Even then, the order which is being passed takes care of interested persons to apply to this court for appropriate direction that may be necessary. 10. In fact, on an overall consideration of the affairs of the company, the opinion is that they have not been conducted particularly, in a manner prejudicial to the interest of the members or to the public interest. The exercise of highlighting the facts contained in the aforesaid objections no doubt deserves appreciation, but then upon consideration of the affidavit-in-reply dealing with each of the objections, I am of the opinion that they do not provide any impediment to the sanction of the proposed scheme of amalgamation. 11. Insofar as the workers are concerned, necessary provisions are made to protect their interest as pointed out from the scheme by the learned advocate for the petitioner. 12. In above view of the matter, following order is passed : It is ordered that the transferor companies be amalgamated with the transferee company with effect from 1st April, 1994, as per the proposed scheme of amalgamation (Annexure-C). 12. In above view of the matter, following order is passed : It is ordered that the transferor companies be amalgamated with the transferee company with effect from 1st April, 1994, as per the proposed scheme of amalgamation (Annexure-C). Consequently, all the rights, liabilities and duties of the transferor companies shall stand transferred to and vested in the transferee company, viz., Ankur Projects Ltd. without any further act or deed, and all the liabilities and duties of the transferor companies shall also become the liabilities and duties of the transferee company, and the transferor companies shall stand dissolved, without winding up, in view of the scheme of amalgamation as per Annexure-C being sanctioned. 13. The petitioners are directed to file the copy of the order with the Registrar of Companies, within a period of thirty days and the Registrar of Companies shall treat the transferor companies as dissolved, with effect from 1st April, 1994. It is also clarified that any person interested shall be entitled to apply to this court for any appropriate direction that may be necessary. 14. The petitioner shall bear the cost of this petition and shall also pay the fees of the learned standing counsel and learned additional standing counsel appearing on behalf of the Central Government and the same is quantified at Rs. 2,500 in each of the three petitions. 15. All these petitions would stand disposed of accordingly.