KRISHNA LAMINATIONS (P.) LTD., IN RE Vs. ABC

JUDGEMENT

(1.) This petition under sections 391(2) and 394 of the Companies Act, 1956 has been filed with a prayer that the scheme of amalgamation of K.R. Stampings Pvt. Ltd. and Krishna Laminations Pvt. Ltd. be sanctioned.

(2.) By an order dated July 15, 1994 passed in Company Petition 76 of 1994, both the companies were directed to convene separate meetings of their shareholders and creditors for the purpose of considering and if thought fit approving with or without modification the scheme of amalgamation proposed by them. The meetings were held on Aug. 30, 1994 and the scheme has been approved by the shareholders and also by the creditors of the two companies with a stipulation that the same be implemented with effect from 1-4-1995 instead of Aug. 31, 1994 as proposed.

(3.) Notice of this petition was given to the Official Liquidator and also to the Central Government through the Regional Director (Northern Region) Department of Company Affairs, Kanpur. The Official Liquidator has filed his report after scrutinising the books and records of the companies and in his opinion the affairs of M/s. K.R. Stampings Pvt. Ltd. have not been conducted in a manner prejudicial to the interest of its members or to public interest. He has, therefore, no objection if the scheme is sanctioned. Dr. A.R. Doshi, Regional Director, Northern Region, Department of Company Affairs, has also filed an affidavit and in his opinion too the affairs of M/s. K.R. Stampings Pvt. Ltd. do not appear to have been conducted in a manner prejudicial to the interest of its members or public interest. It has, however, been represented that the proposed scheme was to be made effective from Aug. 31, 1994 but the shareholders and creditors of the two companies have approved the same making it effective from April 1, 1995. It is stated that in the absence of the last audited balance sheets for the period ending 31-3-1995, the scheme cannot be made effective from April 1, 1995 and that it should become operative from the date as originally proposed.