JOHNSON PEDDER LTD Vs. STATE OF MP

JUDGEMENT

(1.) THIS is company petition under Section 391 read with Section 394 of the Companies Act, 1956 ('the Act') for approval of the scheme of amalgamation, a copy of which is filed herewith and marked An nexure IV.

(2.) THE petitioner above-named is a company incorporated under the Companies Act, 1956, having its registered office at 207, Appollo Trade Centre, 2-B, Rajgarh Kothi, Gcctha Bhawan Square, Agra Bombay Road, Indorc (MP), The said scheme of amalgamation proposes transfer of three companies-namcly, Pettavaittali Sugars and Chemicals Ltd. (first transferor-company), Johnson Pedder Ltd. (second transferor-company, the petitioner herein) and Dhanyalakshmi Investments Ltd. (third transferor-company) with EID Parry (India) Ltd. (transferee-company ). It is stated that all these transferor-companies are wholly owned by and are subsidiaries of the transferee-company. The two other transferor-companies and the transferee-company are situated within the jurisdiclon of the High Court of Judicature at Madras, which vide order dated 22-5-2001, 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.

(3.) EARLIER, the petitioner-company filed company petition No. 37 of 2000 before this Court under Section 391. 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 at Annexures 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.