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Madhya Pradesh High Court · body

2001 DIGILAW 466 (MP)

Johnson Pedder Ltd. (M/s. ) Company v. .

2001-06-29

N.K.JAIN

body2001
JUDGMENT This is Company Petition u1s 391 r/w Sec. 394 of the Companies Act, 1956 for approval of the Scheme of Amalgamation, a copy of which is filed herewith and marked Annexure - IV. The petitioner above named is a Company incorporated under the Companies Act, 1956, (for short, 'the Act'), having its registered office at 207, Apollo Trade Center, 2-B, Rajgarh Kothi, Geeta Bhawan Square, Agra Bombay Road, Indore (M.P.). The said Scheme of Amalgamation proposes transfer of three companies namely; Pettavaittalai Sugars and Chemicals Limited (first transferor Company), Johnson Pedder Limited (second transferor Company) the petitioner herein and Dhanyalakshm Investments Limited (third transferor Company) with M/s. EID Parry (India) Limited (transferee Company). It is stated that all these transferor Companies are wholly owned by and are subsidaries of the transferee Company. The two other transferor Companies' and the transferee Company are situated within the jurisdiction of the High Court d Judicature at Madras, which vide Order dated 22nd day of May, 2001, has already accorded its approval to the said Scheme of Amalgamation subject to the similar approval being accorded by this Court with respect to the petitioner Company situated within the jurisdiction of this Court. Earlier the petitioner company filed Company Petition No. 3712000 before this Court u/s 391 of the Act. This Court vide order dated 8.12.2000 appointed Shri V.S. Samvatsar, Advocate as Chairman and Smt. Meena Chaphekar, Advocate as co-Chairperson to convene separate meetings of the Members and Creditors of the petitioner company for the purpose of considering and approving, with or' without modification the said Scheme of Amalgamation. Shri Samvatsar the Chairman, has reported the results of the Meetings vide reports Annexure 6 and 7. From the reports it appears that the Scheme of Amalgamation has been approved both by the Members and Creditors of the Company. Notices in terms of Rule 80 of the Companies(Court) Rules, 1959, were thereafter issued to the Central Government by Registered Post (A.D.) and also published in Newspapers. The Time of India, Indian Express and Dainik Bhaskar. No Objection is received from any side. Shri B.G. Nema, learned standing counsel for Central Government, appearing for the Registrar of Companies has informed the Court that Central Government has no objection and the Court' may pass such orders in the matter as may be deemed appropriate on merits and in accordance with law. No Objection is received from any side. Shri B.G. Nema, learned standing counsel for Central Government, appearing for the Registrar of Companies has informed the Court that Central Government has no objection and the Court' may pass such orders in the matter as may be deemed appropriate on merits and in accordance with law. The Official Liquidator has also filed his reply together with the report of Chartered Accountant. There seems to be no legal impediment in according approval to the said Scheme of Amalgamation which already stands approved by the High Court of Madras. The Scheme is for the benefit of the petitioner and its shareholders and creditors. The latters have already supported the Scheme by voting unanimously in favour of the Resolution of t Amalgamation. . Resultantly this Court DOTH hereby accord its sanction to the Scheme of Amalgamation (vide Annexure IV) w.e.f. 1.4.2000 subject to the terms and conditions as set out in the said Scheme as also in the Order dated 22.5.2001 of the High Court of Madras. The transferor Company shall stand dissolved and amalgamated in the transferee I company. The petitioner Company shall within 30 days from today file with the Registrar of Companies, a certified copy of this Order. The parties to the Scheme of Amalgamation or any other person interested therein shall be at liberty to apply to this Court for any direction that may be necessary for carrying out the Scheme hereunder. A fee of Rs. 10,000/- shall be payable to Shri B.G. Nema, learned standing counsel appearing for Central Government, Department of Company affairs. The Scheme Annexure IV shall form part of this Order. A formal Order shall be drawn up by the Registry in accordance with law and rules. This petition thus stands disposed of as aforesaid.