MANMOHAN SARIN ( 1 ) BY this common order, I would be disposing of the above three company petitions filed under Section 391 (2) to 394 of the Companies Act, 1956. M/s. AIMIL Sales and Agency Private Limited is the petitioner in CP 116/95 and has filed the petition under Section 391 (2) to 394 ofthe Companies Act, 1956 for sanction of the scheme of amalgamation of the petitioner and M/s. AIMIL Export and Services Private Limited (hereinafter referred to as the transferor companies) with M/s. AIMIL Sales and Agency Private Limited (hereinafter referred to as the transferee company ). ( 2 ) WHILE CP No. 117/95 has been filed by M/s. AIMIL Exports and Services Private Limited for the aforesaid scheme of amalgamation, CP No. 118/95 has been filed by M/s. AIMIL Private Limited, transferee Company for approval of the above scheme of amalgamation. ( 3 ) THE petitioner/transferor companies are engaged in the business of scientific instruments and hold agencies of a large number of foreign manufacturers ofthe scientific and goo technical instruments. The petitioner/transferor company, M/s. AIMIL Exports and Services Private Limited, derives inter alia income from exports of Scientific instruments and Consultancy Services. ( 4 ) IT is claimed that though the petitioner/transferor companies have a sound financial position, the proposed amalgamation with the transferee company would enable the combining ofthe talent, resources and technology of the transferor companies with the transferee company. It is stated that the transferee company is the registered holder ofthe trademark "aimil". The amalgamation, it is pleaded would enable to carry on the business more economically, giving them the advantage of pooling of human, technical and financial resources. It would enable the undertakings concerned to optimize productivity and profitability. ( 5 ) THE petitioner/transferor companies and the transferee company have held the meeting of the shareholders, Creditors, both secured and unsecured of the companies as well as debenture holders for consideration of the scheme of amalgamation. Notices of the meeting were duly advertised and published in the newspapers as per the directions of the Court. The meeting of the shareholder, Creditors, secured and unsecured as well as the depositors were held by the Chairman appointed by the Court. Notices of the meeting were duly advertised and published in the newspapers as per the directions of the Court. The meeting of the shareholder, Creditors, secured and unsecured as well as the depositors were held by the Chairman appointed by the Court. It is stated that the meetings ofthe Creditors, debenture holders as stated above were held in pursuance to the order of this Court to consider the scheme of amalgamation, which has been approved by them. ( 6 ) NOTICES of the petitions were also issued to the Official Liquidator and the Regional Director. The Official Liquidator has submitted his report under Section 394 to the effect that the affairs of the transferor companies have not been conducted in a manner prejudicial to the interest of its members or against public interest. Official Liquidator has further stated that the inspection report reveals that the books and accounts of the transferor companies have been properly maintained. Further that the proposed portion of the allotments ofthe shares of one equity share of the transferee company for one equity share of the transferor company is a fair one. The Official Liquidator has stated that the transferor companies could be dissolved without the process of winding up. ( 7 ) THE Regional Director, Northern Region, Department of Company Affairs had raised only one objection that the transferor company No. 2, M/s. AIMIL Export and Services Private Limited hold 869 shares in the petitioner/transferor company No. 1 and on the event of sanction ofthe said scheme, the said shares shall stand canceled which inter alia involves reduction of capital of the petitioner company. It was therefore, claimed that the petitioner company should file a objection for reduction of capital as provided under Rule 85 of the Companies (Court Rules 59 read with 100 and 101 of the Company s Act ). Learned counsel for the petitioner had contended that this was not a case of reduction of capital but a case of cancellation of capital. This objection was, however, given up by the Registrar of Companies, in view of the decision reported at 1992 Vol. 73 Companies cases 517. ( 8 ) IT is contended that there are no proceeding pending under Section 235 to Section 251 of the Companies Act against either the transferor companies orthe transferee company. This objection was, however, given up by the Registrar of Companies, in view of the decision reported at 1992 Vol. 73 Companies cases 517. ( 8 ) IT is contended that there are no proceeding pending under Section 235 to Section 251 of the Companies Act against either the transferor companies orthe transferee company. ( 9 ) I have heard counsel for the petitioners and have also gone through the record. As already noticed the scheme of amalgamation of the transferor companies with the transferee company has been approved by the shareholders and creditors of both the transferor companies and the transferee company. The Official Liquidator and the Regional Director, Northern Region, Company Law Board have not found any objection to the scheme of amalgamation being approved. ( 10 ) CONSIDERING all the facts, I am of the view that a case is made out for sanction of the scheme of amalgamation. ( 11 ) KEEPING in view all these facts, I sanction the scheme of amalgamation from the appointed day and declare that the same shall be binding on all the shareholders and creditors of the transferee company and all the shareholders and creditors of the transferor companies and all the assets, liabilities and reserves of the transferor companies shall vest in the transferee company. ( 12 ) THE Registry shall draw up a formal order in accordance with law. Copy of the formal order be filed with the Registrar of Companies within 30 days of this order.