LASER LAMPS (HARYANA) LTD Vs. STATE COMPANY

JUDGEMENT

(1.) M/s Laser Lamps (Haryana) Ltd. (hereinafter called the transfer company) filed C.P. 201 of 1997 under Section 391 read with Section 394 of the Companies Act, 1956 (for short the Act) for sanction of scheme of amalgamation as proposed by M/s Lumax Industries Limited, New Delhi (hereinafter called the transferee Company) whereby the transferor Company was to merge in the transferee Company. This petition came up for hearing on 20.11.1997 and a Chairman was appointed to hold the meetings of the Shareholders and the creditors of the transferor Company. The said meetings were held under the Chairmanship of Shri Ravi Kapur, Advocate. In both the meetings the scheme of amalgamation as proposed by the transferee Company was placed before the shareholders and creditors for their approval. As per the report of the Chairman the said scheme was approved by the shareholders and the creditors with the requisite majority as prescribed in Section 391 of the Act.

(2.) The present petition has been filed by the transferor Company under Sections 391(2) and 394 of the Act for sanctioning the proposed scheme of amalgamation which has been approved by the shareholders and the creditors of the transferor Company. Notice of this petition was issued to the Central Government through the Regional Director, Department of Company Affairs, Kanpur as also to the Official Liquidator. The Central Government as also the Official Liquidator have filed their reports and they have no objection if the scheme of amalgamation as proposed is sanctioned by this Court.

(3.) Having heard counsel for the petitioner and the Official Liquidator and after going through the reports of the Central Government and that of the Official Liquidator, I am satisfied that the scheme of amalgamation as proposed by the transferee Company is in the interest of shareholders, creditors and employees of the transferor Company and that its affairs do not seem to have been conducted in a manner prejudicial to the interests of its members or public interest. The scheme of amalgamation is, therefore, sanctioned. Let a formal order be drawn up in accordance with law.