S. P. MEHROTRA, J. ( 1 ) THE present company petition has been filed under Sections 391 and 394 of the Companies act, 1956 by the following companies : 1. Telesia Trading and Finance Ltd. , a public limited company incorporated under the companies Act, 1956, having its registered office at 22/134, Sri Dwarkadhish Road, kanpur-208001 (hereinafter also referred to as the transferee company) (petitioner No. 1 ). 2. Gobind Vanijya Ltd. , a public limited company incorporated under the Companies Act, 1956 having its registered office at 22/134, Sri Dwarkadhish Road, Kanpur-208001 (hereinafter also referred to as the transferor company No. 1) (petitioner No. 2 ). 3. Ujala Mercantiles Ltd. , a public limited company incorporated under the Companies Act, 1956 and having its registered office at 22/134, Sri Dwarkadhish Road, Kanpur-208001 (hereinafter also referred to as the transferor company No. 2) (petitioner No. 3 ). 1. 1 It is, inter alia, prayed in the company petition that the proposed scheme of amalgamation may be sanctioned by this court, and the order be passed that the two transferor companies would stand dissolved without winding up on filing a certified copy of the order of this court with the Registrar of Companies, Kanpur. An affidavit of Ravi Agarwal, sworn on 22-4-2003, who has stated himself to be the director of all the three petitioner companies, has been filed in support of the company petition. ( 2 ) IT appears that a scheme of amalgamation has been proposed for amalgamation of the transferor Company No. 1 (petitioner No. 2) and the transferor Company No. 2 (petitioner No. 3)with the transferee company (petitioner No. 1 ). A copy of the proposed scheme of amalgamation has been filed as Annexure No. 1 to the company petition. ( 3 ) IT further appears that the aforesaid three petitioners as applicants filed a company application under Sections 391 and 394 of the Companies Act, 1956, being Company Application No. 11 of 2003. ( 4 ) IN paragraph No. 14 of the said Company Application No. 11 of 2003, it was stated as follows : "that none of the applicant companies have any creditors, and hence, the interests of creditors are not affected by the scheme and meetings of creditors are not required to be convened. ( 4 ) IN paragraph No. 14 of the said Company Application No. 11 of 2003, it was stated as follows : "that none of the applicant companies have any creditors, and hence, the interests of creditors are not affected by the scheme and meetings of creditors are not required to be convened. " ( 5 ) HAVING considered the averments made in the said Company Application No. 11 of 2003, this court by the order dated 25 February, 2003, inter alia, directed for holding separate meetings of the equity shareholders of the transferee company and the two transferor companies [namely, the transferor Company No. 1 (petitioner No. 2) and the transferor Company No. 2 (petitioner No. 3)]. 5. 1 It was, inter alia, further directed in the said order dated 25-2-2003 as follows : "that the quorum for the said meetings shall be five shareholders for the transferee company, and five shareholders for each of the transferor companies at the respective meetings, present either personally or by proxy. However, the applicant company shall ensure that at least 40% of the paid up equity is represented in the respective meetings either personally or by proxy. " ( 6 ) IT further appears that pursuant to the direction given in the said order dated 25-2-2003, respective separate meetings of the shareholders of the transferee company (petitioner No. 1), the shareholders of the transferor Company No. 1 (petitioner No. 2) and the shareholders of the transferor Company No. 2 (petitioner No. 3) were held on 19 April, 2003. ( 7 ) SRI Ajai Bhanot, Advocate, who acted as the Chairman of the said meetings, submitted his separate reports in Form No. 39 in respect of the respective meetings of the shareholders of the transferee company, the shareholders of transferor Company No. 1 (petitioner No. 2) and the shareholders of transferor Company No. 2 (petitioner No. 3) along with his affidavit sworn on 21 april, 2003. 7. 1 In paragraph No. 3 of the said affidavit of Sri Ajai Bhanot, Advocate, Chairman of the said meetings, it is, inter alia, stated as follows : "3 (i) That the meeting of the equity shareholders of Telesia Trading and Finance Limited, applicant No. 1, was attended by 16 equity shareholders in person or by proxy holding 10,00,000 equity shares of the paid up value of Rs. 1,00,00,000 out of total paid up equity capital of Rs. 1,00,00,000. Thus the meeting was attended by shareholders representing 100% of the total voting strength. (ii) That the meeting of the equity shareholders of Gobind Vanijya Ltd. , Applicant No. 2, was attended by 22 equity shareholders in person or by proxy holding 4,93,800 equity shares of the paid up value of Rs. 49,38,000 out of the total paid up equity capital of Rs. 49,50,000. Thus the meeting was attended by shareholders representing 99. 76% of the total voting strength. (iii) That the meeting of the equity shareholders of Ujala Mercantiles Ltd. , Applicant No. 3, was attended by 8 shareholders in person or by proxy holding 4,89,900 equity shares of the paid up value of Rs. 48,99,000 out of the total paid up equity capital of Rs. 49,00,000. Thus the meeting was attended by shareholders representing 99. 98% of the total voting strength. " 7. 2 In paragraph No. 7 of the said affidavit of Sri Ajai Bhanot, Advocate, Chairman of the said meetings, it is stated as follows: "7. That the following identical resolutions were passed unanimously at each of the aforesaid meetings : resolved that the scheme of amalgamation of Gobind Vanijya Ltd. and Ujala Mercantiles Ltd. with Telesia Trading and Finance Ltd. , which was circulated to the members along with the notice of the meeting and a copy of which has also been placed before this meeting and signed for identification by the Chairman hereof, be and same is hereby approved and agreed to without any modification. " ( 8 ) THEREAFTER, the petitioners filed the present company petition. ( 9 ) ON 24 April, 2003, this court passed the following order on the present company petition ; "let notices be published in the same newspaper, namely, pioneer published from Lucknow and amar Ujala Hindi published from Kanpur fixing 7-7-2003. The petitioner is directed to serve a copy of this petition on the Official Liquidator and the regional Director, Company Law, Northern Region, Kanpur who may submit their report on or before the date fixed. Office to give dasti notices to the petitioner. The publication in the newspapers shall be at least one month before the date fixed. The petitioner is directed to serve a copy of this petition on the Official Liquidator and the regional Director, Company Law, Northern Region, Kanpur who may submit their report on or before the date fixed. Office to give dasti notices to the petitioner. The publication in the newspapers shall be at least one month before the date fixed. " ( 10 ) PURSUANT to the said order dated 24-4-2003 notice of the hearing of the company petition was advertised in the newspaper pioneer, dated 29 April, 2003, and the newspaper amar ujaladated 29 April, 2003. Copies of the said newspapers have been filed as Annexure Nos. 3 and 4 respectively to the affidavit of service sworn by Ravi Agarwal on 9 May, 2003, filed on behalf of the petitioners in the present company petition. ( 11 ) FURTHER, pursuant to the directions contained in the said order dated 24-4-2003, notices of the petition were served personally on the Official Liquidator on 28-4-2003, and on the Regional director, Kanpur, on 9 May, 2003, as stated in paragraph No. 3 of the said affidavit of service. ( 12 ) PURSUANT to the said notice served on the Official Liquidator, the Official Liquidator has submitted his report being Report No. 172 of 2003. 12. 1 In paragraph No. (ix) of the said report of the Official Liquidator, it is stated as follows : "that as required under second proviso to Section 394 of the Companies Act, 1956, the transferor companies produced the books of account and statutory records for scrutiny by the official Liquidator on 28-5-2003 through Sri Ashish Sabarwal, authorised representative. On scrutiny, it has been observed that both the transferor companies have maintained proper books of account and statutory records. The Auditors of the companies and certificate issued by the qualified Company Secretary under Section 383a have given the clear report. " 12. 2 In paragraph No. (x) of the said report of the Official Liquidator, it is stated as follows : "that the scrutiny of the books of account and paper[s], the Official Liquidator submits that the affairs of both the transferor companies are not managed prejudicially to its members or to general public. " 12. 2 In paragraph No. (x) of the said report of the Official Liquidator, it is stated as follows : "that the scrutiny of the books of account and paper[s], the Official Liquidator submits that the affairs of both the transferor companies are not managed prejudicially to its members or to general public. " ( 13 ) FURTHER, pursuant to the notice served on the Regional Director, Northern Region, department of Company Affairs, Kanpur, Sri N. C. Nahata, Regional Director, Northern Region, department of Company Affairs, Kanpur, has filed the representation/affidavit sworn on [sic]-6-2003 under Section 394a of the Companies Act, 1956. It is, inter alia, stated in the said representation/affidavit that para 6 of the scheme of amalgamation provides that all the regular employees of the transferor companies shall become the employees of the transferee company without any break or interruption in their services upon sanctioning of the scheme of amalgamation by this court. 13. 1 It is, inter alia, further stated in the said representation/affidavit of the Regional Director that the Central Government has no objection to the proposed scheme of amalgamation, and the same be decided by this court on merits. ( 14 ) DESPITE the notice of hearing of the petition, having been advertised in the newspapers as mentioned above, no objections have been filed to the proposed scheme of amalgamation. ( 15 ) AS regards the transferee company (petitioner No. 1), it is, inter alia, stated in the present company petition that presently the registered office of the transferee company is situated at 22/134, Sri Dwarkadhish Road, Kanpur-208001, within the jurisdiction of the Registrar of companies, Kanpur. 15. 1 It is, inter alia, further stated in the company petition that the transferee company is primarily engaged in the business of sale and purchase of shares and other securities and holds certificate of registration to carry on the said business which has been granted by the Reserve bank of India under Section 45-IA of the Reserve Bank of India Act, and that the transferee company does not accept any deposits from public. 15. 15. 2 It is, inter alia, further stated in the company petition that the audited accounts of the transferee company have been presented to the shareholders up to the financial year ended on 31-3-2002, and that the transferee company has also prepared provisional accounts for the period 1-4-2002 to 31-1-2003 and got the same audited. Copy of the audited accounts for the financial year ended 31-3-2002 has been filed as part of the annual report and annexed as Annexure No. 3 to the company petition. Copy of the provisional accounts for the period 1-4-2002 to 31-1-2003 audited by the Chartered Accountants has been filed as Annexure No. 4 to the company petition. 15. 3 A summary of the financial position of the transferee company has been given at page 4 of the company petition. 15. 4 As regards the transferee Company No. 1 (petitioner No. 2), it is, inter alia, stated in the company petition that the registered office of the transferor Company No. 1 (petitioner No. 2) is situated at 22/134, Sri Dwarkadhish Road, Kanpur-208001 within the jurisdiction of the registrar of Companies, Kanpur-208001, and that the transferor Company No. 1 (petitioner No. 2) has been primarily engaged in the business of sale and purchase of shares and other securities and holds certificate of registration to carry on the said business which has been granted by the reserve Bank of India under Section 45-IA of the Reserve Bank of India Act, and that the transferor Company No. 1 (petitioner No. 2) does not accept any deposits from public. 15. 5 It is, Inter alia, further stated in the company petition that the audited accounts of the transferor Company No. 1 (petitioner No. 2) have been presented to the shareholders up to the financial year ended on 31-3-2002, and that the transferor company No. 1 has prepared provisional accounts for the period 1-4-2002 to 31-1-2003 and got the same audited. Copy of the audited accounts for the financial year ended 31-3-2002 has been filed as part of the annual report and annexed as Annexure No. 7 to the company petition. Copy of the provisional accounts for the period 1-4-2002 to 31-1-2003 audited by the Chartered Accountants has been filed as annexure No. 8 to the company petition. 15. Copy of the audited accounts for the financial year ended 31-3-2002 has been filed as part of the annual report and annexed as Annexure No. 7 to the company petition. Copy of the provisional accounts for the period 1-4-2002 to 31-1-2003 audited by the Chartered Accountants has been filed as annexure No. 8 to the company petition. 15. 6 A summary of the financial position of the said transferor Company No. 1 (petitioner No. 2)has been given at page 6 of the company petition. 15. 7 As regards, the transferee Company No. 1 (petitioner No. 2), it is, inter alia, stated in the company petition that the registered office of the transferor Company No. 1 (petitioner No. 2) is situated at 22/134, Sri Dwarkadhish Road, Kanpur-208001 within the jurisdiction of the registrar of Companies, Kanpur, and that the transferor Company No. 1 (petitioner No. 2) has been primarily engaged in the business of sale and purchase of shares and other securities and holds certificate of registration to carry on the said business which has been granted by the reserve Bank of India under Section 45-IA of the Reserve Bank of India Act, and that the transferor Company No. 1 (petitioner No. 2) does not accept any deposits from public. 15. 8 It is, inter alia, further stated in the company petition that the audited accounts of the transferor Company No. 1 (petitioner No. 2) have been presented to the shareholders up to the financial year ended on 31-3-2002; and that the transferor company No. 1 has also prepared provisional accounts for the period 1-4-2002 to 31-1-2003 and got the same audited. Copy of the audited accounts for the financial year ended 31 -3-2002 has been filed as part of the annual report and annexed as Annexure No. 7 to the company petition. Copy of the provisional accounts for the period 1-4-2002 to 31-1-2003 audited by the Chartered Accountants has been filed as annexure No. 8 to the company petition. 15. 9 A summary of the financial position of the said transferor Company No. 1 (petitioner No. 2)has been given at page 6 of the company petition. 15. Copy of the provisional accounts for the period 1-4-2002 to 31-1-2003 audited by the Chartered Accountants has been filed as annexure No. 8 to the company petition. 15. 9 A summary of the financial position of the said transferor Company No. 1 (petitioner No. 2)has been given at page 6 of the company petition. 15. 10 As regards, the transferor Company No. 2 (petitioner No. 3), it is, inter alia, stated in the company petition that the registered office of the transferor Company No. 2 (petitioner No. 3) is situated at 22/134, Sri Dwarkadhish Road, Kanpur-208001 within the jurisdiction of the registrar of Companies, Kanpur; and that the transferor Company No. 2 (petitioner No. 3) has been primarily engaged in the business of sale and purchase of shares and other securities and holds certificate of registration to carry on the said business which has been granted by the reserve Bank of India under Section 45-IA of the Reserve Bank of India Act; and that the transferor Company No. 2 (petitioner No. 3) does not accept any deposits from public. 15. 11 It is, inter alia, further stated in the company petition that the audited accounts of the transferor Company No, 2 (petitioner No. 3) have been presented to the shareholders up to the financial year ended on 31-3-2002; and that the transferor Company No. 2 has also prepared provisional accounts for the period 1-4-2002 to 31-1-2003 and got the same audited. Copy of the audited accounts for the financial year ended 31-3-2002 has been filed as part of the annual report and annexed as Annexure No. 10 to the company petition. Copy of the provisional accounts for the period 1-4-2002 to 31-1-2003 audited by the Chartered Accountants has been filed as Annexure No. 11 to the company petition. 15. 12 A summary of the financial position of the transferor Company No. 2 (petitioner No. 3)has been given at page 8 of the company petition. 15. 13 The main provisions of the proposed scheme of amalgamation have been stated in paragraph No. 5 at pages 9 and 10 of the company petition. 15. 14 The circumstances that have necessitated the proposed scheme of amalgamation and the objects sought to be achieved have been explained in paragraph No. 6 at pages 10 and 11 of the company petition. 15. 15. 14 The circumstances that have necessitated the proposed scheme of amalgamation and the objects sought to be achieved have been explained in paragraph No. 6 at pages 10 and 11 of the company petition. 15. 15 As regards the exchange ratio in which shares of the transferee company shall be allotted to the shareholders of the transferor companies, it is, inter alia, stated at page 10 of the company petition that one equity share of Rs. 10 each fully paid up in the transferee company will be allotted for every one equity share of Rs. 10 each fully paid up held in the transferor Company no. 1; and that one equity share of Rs. 10 each fully paid up in the transferee company will be allotted for every one equity share of Rs. 10 each fully paid up held in the transferor Company no. 2. A copy of the exchange ratio certificate issued by Auditors has been annexed as Annexure no. 12 to the company petition. 15. 16 In paragraph No. 11 (i) at page 13 of the company petition, it is, inter alia, stated that the meeting of the equity shareholders of the transferee company (petitioner No. 1) was attended by the shareholders representing 100% of the total voting strength. 15. 17 It is, inter alia, further stated in paragraph No. 11 (ii) at page 13 of the company petition that the meeting of the equity shareholders of the transferor Company No. 1 (petitioner No. 2)was attended by shareholders representing 99. 7696 of the total voting strength. 15. 18 it is, inter alia, further stated in paragraph No. 11 (iii) at page 13 of the company petition that the meeting of the equity shareholders of the transferor company No. 2 (petitioner No. 3)was attended by shareholders representing 99. 98% of the total voting strength. 15. 19 In paragraph No. 11 (iv) at page 14 of the company petition, it is, inter alia, stated that identical resolutions approving the proposed scheme of amalgamation were passed unanimously at the aforesaid three meetings of the equity shareholders of the petitioner companies. 15. 20 In paragraph No. 12 at page 14 of the company petition, it is, inter alia, stated that the sanctioning of the scheme of amalgamation will be for the benefit of the petitioner companies and its equity shareholders. 15. 15. 20 In paragraph No. 12 at page 14 of the company petition, it is, inter alia, stated that the sanctioning of the scheme of amalgamation will be for the benefit of the petitioner companies and its equity shareholders. 15. 21 It is, inter alia, further stated in paragraph No. 12 at page 14 of the company petition that the petitioner companies do not have any creditors and have not issued any debentures. 15. 22 In paragraph No. 14 at page 14 of the company petition, it is, inter alia, stated that the directors of the petitioner companies have no interest in the scheme of amalgamation except that they will also get shares in the transferee company like any other shareholders; and that there is no other material interest of any directors in the proposed scheme. 15. 23 In paragraph No. 15 at page 15 of the company petition, it is, inter alia, stated that no investigation proceedings under Sections 235 to 251 and the like, are pending against any of the petitioner companies. ( 16 ) IN view of the aforesaid discussion, it is evident that neither the transferee company nor the transferor Company No. 1, nor the transferor Company No. 2 has any creditor. It is further evident that the equity shareholders of the transferee company, the equity shareholders of the transferor Company No. 1 and the equity shareholders of the transferor Company No. 2 in their respective meetings, held pursuant to the order of this court, have approved the proposed scheme of amalgamation as per requirements of Sections 391 (2) and 394 of the Companies Act, 1956. ( 17 ) IT is further evident that the Regional Director, Northern Region, Department of Company affairs, Kanpur, has submitted his representation/affidavit as per the requirements of Section 394a of the Companies Act, 1956, inter alia, stating that the Central Government has no objection to the proposed scheme of amalgamation. ( 18 ) IT is further evident that the Official Liquidator has submitted his report being report No. 172 of 2003 in respect of transferor. Company No. 1 and the transferor Company No. 2 as per the requirements of the 2nd proviso to Section 394 (1) of the Companies Act, 1956. 18. ( 18 ) IT is further evident that the Official Liquidator has submitted his report being report No. 172 of 2003 in respect of transferor. Company No. 1 and the transferor Company No. 2 as per the requirements of the 2nd proviso to Section 394 (1) of the Companies Act, 1956. 18. 1 In the said Report No. 172 of 2003 submitted by the Official Liquidator, the Official liquidator has, inter alia, stated that the affairs of both the transferor companies are not managed prejudicially to its members or to the general public. ( 19 ) AS noted above, despite notice of hearing of the company petition having been advertised in the aforesaid newspapers, no objection has been filed to the proposed scheme of amalgamation. ( 20 ) IT is further evident from the perusal of the company petition that the latest financial position in respect of the transferee company as well as the latest financial position, in respect of each of the two transferor companies, namely, the transferor Company No. 1 and the transferor Company no. 2 have been brought on record. ( 21 ) IT is further evident that the latest Auditors Report on the accounts of the transferee company has been brought on record as part of the annual report and is annexed as Annexure No. 3 to the company petition. The latest Auditors Report on the accounts of transferor Company No. 1 has been brought on record as part of the annual report and is annexed as Annexure No. 7 to the company petition. The latest Auditors Report on accounts of the transferor Company No. 2 has been brought on record as part of the annual report and is annexed as Annexure No. 10 to the company petition. ( 22 ) FROM perusal of the company petition and Annexures thereto, the court is satisfied that the material facts as per the requirements of proviso to Section 391 (2) of the Companies Act, 1956, relating to the transferee company as well as the transferor Company No. 1 and the transferor company No. 2 have been brought on record by the petitioner companies. There does not appear to be any legal impediment in sanctioning the proposed scheme of amalgamation. ( 23 ) IN view of the aforesaid, the proposed scheme of amalgamation (Annexure No. 1 to the company petition) is hereby sanctioned. There does not appear to be any legal impediment in sanctioning the proposed scheme of amalgamation. ( 23 ) IN view of the aforesaid, the proposed scheme of amalgamation (Annexure No. 1 to the company petition) is hereby sanctioned. In view of the sanction of the proposed scheme of amalgamation, the transferor Company No. 1 (petitioner No. 2) namely, Gobind Vanijya Ltd. having its registered office at 22/134 Sri Dwarkadhish Road, Kanpur-208001, and the transferor company No. 2 (petitioner No. 3), namely, Ujala Mercantiles Ltd. , having its registered office at 22/134 Sri Dwarkadhish Road, Kanpur-208001, would stand dissolved without winding up on filing a certified copy of the order with the Registrar of Companies, Kanpur. Order in the prescribed form No. 42 will be prepared within two weeks, if possible. ( 24 ) CERTIFIED copy of the order will be filed with the Registrar of Companies, Kanpur, as per the requirements of Section 394 (3) of the Companies Act, 1956, within thirty days of the issuance of certified copy of the order. The company petition is disposed of accordingly.