MANMOHAN SARIN ( 1 ) BY this common order, I would be disposing of company petition No. 180/95 filed by M/s. Sandarbh Properties Private Limited (hereinafter referred to as the transferor company) and company petition No. 181/95 filed by M/s. HCL Limited (hereinafter referred to as the transferee company ). These petitions have been filed under Section 391 (2) read with Section 394 of the Companies Act, 1956 for approving the scheme of amalgamation of the transferor company with the transferee company. ( 2 ) IT has been averred in the petition CP 180/95 that the transferor company had been carrying on inter alia the business of investment in shares of companies in particularly those in electronics and information technology industries. The transferor company was also engaged in the business of leasing of office automation equipment. It was held that the transferor company in keeping with its objects of doing business as manufacturer and dealers in electronic equipments, raw lectronic calculators, digital products, microprocessor based systems, mini computers etc should enter into the area of electronics and telecommunications. This is sought to be achieved by amalgamation with the transferee company, M/s. HCL Limited, which had been carrying on the business of manufacture and dealers in all kind of electronic and telecommunications equipments. The transferee company has the necessary business expertise and combining of the resources of the transferor company with the transferee company would be for the mutual benefit. ( 3 ) BY orders dated 11-7-1995, made by this Court in company application No. 459/95 filed by the transferor company, the Court directed the transferor company and transferee company to convene the meeting of its equity shareholders/members of the company for the purpose of considering the amalgamation scheme proposed. Mr. K. K. Wadhera Advocate and Mr. Rajiv Mehra Advocate were appointed as Chairman and Dy. Chairman for holding the meetings of the transferor company. Mr. Arjun Sikri and Mr. Inder Bir Singh Alag, Advocates were appointed the Chairman and Dy. Chairman respectively for holding the meetings of transferee company. ( 4 ) IT is stated that pursuant to the directions given in meeting of the shareholders of the transferor and transferee company were held on 2-11-1995 which were chaired by the Chairman appointed by the Court. Inder Bir Singh Alag, Advocates were appointed the Chairman and Dy. Chairman respectively for holding the meetings of transferee company. ( 4 ) IT is stated that pursuant to the directions given in meeting of the shareholders of the transferor and transferee company were held on 2-11-1995 which were chaired by the Chairman appointed by the Court. Notices of the said meeting were also advertised in the newspaper as directed by this Court and published in the "statesman" and "jansata" edition dated 7-8-1995. The meeting of the shareholders of the transferor company has duly approved the scheme. The transferor company neither had any creditors nor preference shareholders and debenture-holders. As such no meeting of the creditors was required to be held. The amalgamation scheme does not affect the rights of any creditors of the transferee company as the transferee company is only getting the assets without liabilities of the transferor company and as such no creditor of the transferee company would be prejudiced. No meeting of the creditors of the transferee company was therefore, required to be held. In terms of the scheme for amalgamation even member of the transferor company shall seize to hold shares in the transferor company which are deemed to be canceled and would be allotted nine shares of Rs. 10. 00 each of me transferee company for even one share of Rs. 100. 00 held in the transferor company. ( 5 ) IT is stated that there are no proceeding pending under Section 235 to 251 of the companies Act against either the transferor company or the transferee company. Notices were issued to the Official Liquidator and the Central Government through the Regional Director, Northern Region. Department of Company affairs, for objections if any Under Section 394 (A) of the Companies Act. The Official Liquidator has filed a report to the effect that the affairs of the transferor company have not been conducted in a manner prejudicial to the interest of its members or of the public interest. Further that the transferor company can be dissolved without the process of winding up. The Official Liquidator has also found the reasons given in support of the amalgamation scheme to be fair and reasonable. The shares exchange ratio for alloting the shares to the shareholders of the transferor company has also been found to be fair and reasonable. Further that the transferor company can be dissolved without the process of winding up. The Official Liquidator has also found the reasons given in support of the amalgamation scheme to be fair and reasonable. The shares exchange ratio for alloting the shares to the shareholders of the transferor company has also been found to be fair and reasonable. The Regional Director, Northern Region, has also confirmed that the affairs of the transferee company have not been conducted in a manner prejudicial to the public interest. The Regional Director, Northern Region, department of Company Affairs has raised a objection that transferee company had secured unsecured creditors, depositors and debenture-holders. There meeting were therefore, required to be held. The meeting of the creditors secured and unsecured and debenture-holders were dispensed of the transferee company was not acquiring any liability of the transferor company, which had no creditors. The objection therefore, is without merit. ( 6 ) I have heard counsel for the petitioner and also gone through the record. As already observed earlier, the scheme of amalgamation of the transferor company with the transferee company has been approved by the shareholders of both the companies. The Official Liquidator and Regional Director, Northern Region, Company Law Board have not found any objection to the scheme of amalgamation being approved except to the non holding of the meeting of the creditors, depositors and debenture-holders of the transferee company which had been discussed herein before. Considering all the above facts and circumstances, I am of the view, that a case is made for sanction of the scheme of amalgamation. Accordingly, 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 the shareholders of the transferor company and all the assets, reserved of the transferor company shall vest in the transferee company with effect from the appointed day. ( 7 ) THE Registry shall draw up a formal order in accordance with Law. Copy of the order be filed with the Registrar of Companies within thirty days of this order.