ORDER
Jain, J.
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.
4. Notices in terms of rule 80 of the Companies (Court) Rules, 1959, were thereafter issued to the Central Government by registered post (A.D.), and also published in newspapers. The Times of India, Indian Express and Dainik Bhaskar. No objection is received from any side. Shri B.G. Nema, the learned standing counsel for Central Government, appearing for the Registrar of Companies, has informed the Court that the Central Government has no objection and the court may pass such orders in the matter as may be deemed appropriate on merits, and in accordance with law. The Official Liquidator has also filed his reply together with the report of chartered accountant. There seems to be no legal impediment in according approval to the said scheme of amalgamation which already stands approved by the High Court of Madras. The scheme is for the benefit of the petitioner and its shareholders and creditors. The latter have already supported the scheme by voting unanimously in favour of the resolution for amalgamation.
5. Rcsultantly, this Court DOTH hereby accord its sanction to the scheme of amalgamation (vide Annexure IV) with effect from 1 -4-2000 subject to the terms and conditions as set out in the said scheme as also in the order dated 22-5-2001 of the High Court of Madras. The transferor-company shall stand dissolved in, and amalgamated with, the transferee-company. The petitioner-company shall within 80 days from today file with the Registrar of Companies, a certified copy of this order. The parties to the scheme of amalgamation of any other person interested therein shall be at liberty to apply to this Court for any direction that may be necessary for carrying out the scheme hereunder. A fee of Rs. 10,000 shall be payable to Shri B.C. Nema, the learned standing counsel, appearing for Central Government, Department of Company Affairs. The scheme, Annexure IV, shall form part of this order. A formal order shall be drawn up by the Registry in accordance with law and rules.
6. This petition, thus, stands disposed of as aforesaid.