KASTURI FINLEASE Vs. STATE

JUDGEMENT

(1.) SHRI A. Kasliwal, the learned counsel appearing on behalf of the petitioner Ajanta Soya Limited, at the outset of his contentions, submitted that in the petition the prayer is not made for dissolution of the Kasturi Finlease and Investment Limited (hereinafter shall be referred to as 'the transferor -company'). It is only a case of merger of the transferor -company in the petitioner Ajanta Soya Limited (hereinafter shall be referred to as 'the transferee -company').

(2.) 1 find from para No. 1 of the petition that the object of this petition is to obtain sanction of the court to the proposed scheme of Amalgamation of the transferor -company with the transferee -company.

(3.) THE transferee -company filed earlier an application under Sections 391 and 394 of the Companies Act, 1956 being Company Application No. 22/2003 for dispensing with the meeting of the preference shareholder of the transferee -company as the only preference shareholder of it is the transferor -company, which has already given its written consent/N.O.C. to the proposed amalgamation. In view of this fact, the court ordered that it is not necessary for convening of the meeting of the preference shareholder of the transferee -company and the prayer made for dispensing with the convening of the meeting of the preference shareholder of the transferee -company was granted under the order dated 2 -5 -2003. The Court ordered for calling of the meeting of the equity shareholder, secured creditors and unsecured creditors of the transferee -company. The meeting was directed to be convened on 12th of July, 2003 at 1.00 p.m., 2.00 p.m. and 3.30 p.m. respectively, at the registered office for the purpose of considering and if thought fit approving with or without modification the scheme of amalgamation proposed to be made of transferor -company in the transferee -company, filed along with that application.