AIA ENGG. (P.) LTD. Vs. STATE

JUDGEMENT

(1.) HEARD ld. counsel Mr. Mihir Joshi appearing for ld. counsel Mr. Sandeep Singhi for Singhi and Co. for the petitioner Company and Ms. Davawala, Ld. Addl. Central Government Standing Counsel. Ld. counsel Mr. Mihir Joshi has taken me through the Scheme of Amalgamation of AIA Exports Pvt. Ltd. (Transferor Company) with AIA Engineering Private Limited (Transferee Company) including reduction of paid -up Share Capital whereby the Undertakings (as defined in the Scheme) of the Transferor Company shall stand transferred to and vest in the Transferee Company on the terms and conditions stated in the Scheme of Amalgamation and that the Paid -up Share Capital of the petitioner Company shall stand reduced as provided in the Scheme as integral part thereof. I have considered the contents of the petition and the totality reflected from the annexures annexed with the petition.

(2.) THE present Company Petition is filed for sanctioning the arrangement embodied in the Scheme of Amalgamation of AIA Exports Pvt. Ltd. (Transferor Company) with AIA Engineering Private Limited (Transferee Company) including reduction of Paid -up Share Capital whereby the Undertakings (as defined in the Scheme) of the Transferor Company shall stand transferred to and vest in the Transferee Company on the terms and conditions stated in the Scheme of Amalgamation and that the Paid -up Share Capital of the petitioner Company shall stand reduced as provided in the Scheme as integral part thereof.

(3.) BY order dated 23rd May, 2003, the present petition was admitted and the notices were issued to the Central Government through Regional Director, Department of Company Affairs. The notices were also ordered to be published in two newspapers. Pursuant to the same an Affidavit of one Mr. Lalo Panchal dated 19th June, 2003 has been filed confirming the publication of the notice in two newspapers as directed and service of notices on the Regional Director.