OPERATIONS RESEARCH (INDIA) LTD. Vs. STATE

JUDGEMENT

(1.) THIS petition is filed by Operations Research (India) Ltd. in order to get sanction and approval for the scheme of amalgamation of the petitioner -company with MARG Marketing and Research Group (P.) Ltd.

(2.) THE petitioner, transferor -company is registered under the Companies Act, 1956 (hereinafter 'the Act') and is having registered office at Rameshwar Estate, Subhanpura, Baroda - 390 007. The transferee -company MARG Marketing and Research Group (P.) Ltd. is also a company incorporated under the Act having its registered office at 30th floor Centre one, World Trade Centre Complex, Cuffe Parade, Bombay - 400 005.

(3.) AFTER filing of this petition, necessary advertisements were issued in the local daily Gujarat newspaper and an English daily but nobody has come forward to raise any objection for the amalgamation scheme in question. Notices were also issued to the official liquidator as well as Regional Director of Company Affairs. The official liquidator has filed his report at page 29 on 17th November, 1997 and in the said report it has been clearly stated that the auditors had found, on scrutiny of books of account and affairs of the company, that the transferor -company in question had not conducted any affair prejudicial to the interest of its members as well as public at large. In his report he does not raise any objection for the amalgamation scheme in question. No doubt the Regional Director of Company Affairs had filed his say dated 10th November, 1997 at page 77 and by the same he has raised two objections for the amalgamation scheme in question. It is most appropriate to mention here that the transferee -company had also filed company petition No. 605 of 1997 in the High Court of Bombay for getting the approval and sanction for the amalgamation scheme in question and from the annex C on record at page 76 it is quite clear that the objections which the Regional Director of Company Affairs has raised, some objections through the Registrar of Companies, Gujarat State were ultimately withdrawn by the said Registrar of Companies and the Regional Director of Company Affairs and High Court of Bombay was pleased to approve and sanction the amalgamation scheme in question by passing an order dated 11th December, 1997 in Company Application No. 605 of 1997 of that court. Therefore, in view of the said position, the objections raised by the Regional Director of Company Affairs really do not survive.