GANGESHWAR LTD., IN RE Vs. ABC

JUDGEMENT

(1.) The above petition coming on for hearing on 6-3-2000 upon reading the said petition, the order dated 23-12-1999 whereby the said company was ordered to convene a meeting of the preference shareholders and equity shareholders of the petitioner company for the purpose of considering, and if thought fit, approving, with or without modification, the Scheme of Amalgamation proposed to be made between the said company and Triveni Engineering & Industries Limited and annexed to the affidavit of Mr. Vinay Gupta filed in CA No. 34 of 1999 on the 21-12-1999, the Pioneer (English) (Delhi and Lucknow editions) and Veer Arjun (Hindi) dated 6-1-2000 each containing the advertisement of the said notice convening the said meetings directed to be held by the said order dated 23-12-1999, the affidavit of Mr. KK Shangloo filed the 18-1-2000 showing the publi- cation and dispatch of the notices convening the said meetings, the reports of the Chairman of the said meetings (respectively dated 3-2-2000 as to the result of the said meetings) and upon hearing Mr. R.P. Agarwal, advocate for petitioner, Mr. Sri Ram, Official Liquidator and it appearing from the reports of the Chairman that the proposed scheme of Amalgamation has been approved unanimously by preference and equity shareholders, present and voting in person or by proxy, the affidavits dated 21-2-2000 of the Regional Director, Northern Region, Department of Comrany Affairs, Kanpur on behalf of the Central Government inter alia stating that the affairs of the petitioner company do not appear to have been conducted in a manner prejudicial to the interest of its members or to the public interest, the Official Liquidator also having filed the Reports on 23-2-2000 stating therein that the affairs of the Transferor Company have not been conducted in a manner prejudicial to the interest of its members or to the public interest and that the Transferor Company be dissolved without following the process of winding up and no objections having been received from any quarter; this Court doth hereby sanction the scheme of Amalgamation set forth in Annexure 1 to the Petition and doth hereby declare the same to be binding on all the members of the Petitioner Company and also of the Transferor Company, i.e., Triveni Engineering & Industries Limited.

(2.) The office is directed to draw the order in the prescribed form with such modification, as may be necessary.