Allowed

M/s Pragati Pack (India) Private Limited v. -

Telangana HC28 Mar 2012CP/217/2011

Case brief

AI extract

What is this about?

This judgment sanctions a scheme of amalgamation under Sections 391 and 394 of the Companies Act, 1956 between two companies under common management. The Court held that where all creditors have consented and no prejudice exists, forming meetings was unnecessary. The Court also affirmed its duty to ensure the scheme serves public interest before granting approval.

What did the court decide?

The scheme of amalgamation between the transferor and transferee companies was sanctioned by the Court.

M/s Pragati Pack (India) Private Limited Vs - — Execution and Attachment | Telangana HC (2012)

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THE HON’BLE SRI JUSTICE RAMESH RANGANATHAN COMPANY PETITION Nos.216 and 217 OF 2011

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COMMON ORDER:

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C.P.No.216 of 2011 is filed by M/s. Pragati Flexo Private Limited (hereinafter referred to as ‘transferor company’) for sanction of the scheme of amalgamation under Sections 391 and 394 of the Companies Act, 1956 (the Act).

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The transferor company was originally incorporated, under the name and style of M/s. Pragati Thermoform Private Limited, on 24.04.2001. The Company changed its name to M/s. Pragati Flexo Private Limited, and a fresh certificate of incorporation was issued by the Registrar of Companies, Andhra Pradesh on 05.09.2005. The registered office of the transferor company is situated at Hyderabad. Its authorised share capital is Rs.50,00,000/- divided into 5,00,000/- equity shares of Rs.10/each. Its issued, subscribed and paid up capital, as on 31.03.2011, is Rs.11,00,000/- divided into 1,10,000 equity shares of Rs.10/- each fully paid. The main objects of the transferor company is to carry on the business of printing and packing, flexo prints, carton, label and sticker manufacturers, dealers in all types of printing and packing materials such as card boards, plastic, fibre and any other material used in packing. For the financial year ending 31.03.2011, the transferor company made a profit of Rs.4,23,14,849/-, and its profit after tax was Rs.3,54,88,502/-. However, in view of the previous years losses of Rs.2,30,79,495/-, only Rs.1,24,09,007/- was transferred to the Reserves and Surplus account in the Balance Sheet.

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C.P. No.217 of 2011 is filed by M/s. Pragati Pack (India)

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Private Limited (hereinafter referred to as ‘the transferee company’). It was originally incorporated under the name and style of M/s. Pragati Flexcartons Private Limited in Andhra Pradesh on 24.04.2001. Its name was subsequently changed to M/s. Pragati Pack (India) Private Limited, and a fresh certificate of incorporation was issued by the Registrar of Companies, Andhra Pradesh on 10.09.2004. The registered office of the transferee company is situated at Hyderabad. Its authorised share capital, as on 31.03.2011, is Rs.50,00,000/- divided into 5,00,000 equity shares of Rs.10/- each. The issued, subscribed and paid up capital of the transferee company, as on 31.03.2011, is Rs.45,50,000/- divided into 4,55,000 equity shares of Rs.10/each. The main objects of the transferee company is to carry on business of printing and packing, as publishers, lithographers, offset printers engravers, book binders, designers, stationery manufacturers, card board manufacturers, carton manufacturers, dealers in all types of printing and packing materials, publish and/or assist in compilation, composition or publishing of books, pamphlets, magazines and journals. For the financial year ending 31.03.2011, the transferee company made a profit before tax of Rs.7,13,65,420/-, and its profit after tax was Rs.4,74,69,326/which, along with the profits earned during the previous years, was carried to the Balance Sheet as Reserves and Surplus. The total Reserves and Surplus of the transferee company as at 31.03.2011 is Rs.14,71,19,686/-.

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Before sanctioning a scheme of arrangement, the Court must be satisfied that the statutory provisions are complied with, that in case a meeting, of the members or a class of members or of the creditors or a class of creditors, is called for, the class is fairly well represented and that the scheme of arrangement is

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such as a man of business would reasonably approve. It is the commercial wisdom of the parties to the scheme, who have taken an informed decision about the usefulness and propriety of the scheme supporting it by the requisite majority vote, that has to be kept in view by the Court. The Court would not act as a court of appeal and sit in judgment over the informed view of the parties to the compromise as it has neither the expertise nor the jurisdiction to delve deep into the commercial wisdom exercised by the creditors and members of the company who have ratified the scheme by the requisite majority. The Company Court’s jurisdiction to that extent is peripheral and supervisory, and not appellate. The supervisor cannot ever be treated as the author or the policy-maker. The propriety and the merits of the compromise or arrangement has to be judged by the parties who, as sui juris, with their eyes open and fully informed about the pros and cons of the scheme, arrive at their own reasoned judgment and agree to be bound by such a compromise or arrangement. The Court cannot scrutinise the scheme to find out whether a better scheme could have been adopted by the parties. (Miheer H. Mafatlal v. Mafatlal Industries Lt d^[1] ) .

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The scheme of amalgamation is an arrangement between the company and its members. Under Section 391(1) of the Act, where a compromise or arrangement is proposed between a Company and its members, the Court may, on the application of the company or of any creditor or member of the company, order a meeting of the creditors or class of creditors, or of the members or class of members, as the case may be, to be called, held and conducted in such manner as the Court directs. Subsection (2) provides that, if a majority in number representing

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three-fourths in value of the creditors, or class of creditors, or members, or class of members, as the case may be, present and voting either in person or by proxy at the meeting, agree to any compromise or arrangement, the said compromise or arrangement shall, if sanctioned by the Court, be binding on all the creditors and all the members of the Company. The proviso to Section 391(2) requires the Court to be satisfied that the Company, which has made an application under sub-section (1), has disclosed to the Court, by affidavit or otherwise, all material facts relating to the Company, such as the latest financial position of the Company, the latest auditors report on the accounts of the Company or pendency of any investigation proceedings in relation to the Company under Sections 235 to 251 and the like before sanctioning any compromise or arrangement. Under sub-section (3), the order made by the Court shall have no effect until a certified copy of the Order had been filed with the Registrar.

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C.A. Nos.1689 and 1690 of 2011 were filed by the transferor and transferee companies requesting this Court to dispense with the convening of the meeting of the shareholders of the respective companies. This Court, in it order in C.A.Nos.1689 and 1690 of 2011 dated 18.11.2011, noted that there were only three shareholders in the transferor company, all of whom had given their consent to the proposed scheme of amalgamation; their affidavits had been placed on record; likewise there were only two shareholders in the transferee company, who had given their consent to the proposed scheme of amalgamation; their affidavits were also placed on record; and, in view thereof, this Court observed that there could not be any impediment to dispense with the convening of the meeting of the shareholders of

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the transferor and transferee companies to the proposed scheme of amalgamation.

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Section 391(1) enables the Court, on the application of a company or a creditor or a member of the company, to order a meeting of the creditors/or the members “as the case may be” to be held and conducted in such a manner as the Court directs. Under Section 391(2), if a majority representing 3/4^th in value of the creditors or members agree, in the meeting, to approve the compromise or arrangement, the scheme, on its sanction by the Court, would be binding on all the creditors/members “as the case may be” and also on the company. The expression “as the case may be” finds place both in sub-sections (1) and (2) of Section 391. If the words “as the case may be” in Section 391(1) is construed as requiring the Court to order the meeting of only the members, in a Scheme of arrangement between the Company and its members, and only a meeting of the Creditors in a Scheme of arrangement between the Company and its Creditors, then should the expression “as the case may be” in Section 391(2) not be read as to bind only the members where a meeting of the members is held, and the creditors where a meeting of the creditors is held? The safeguard in the provision, of ¾th members or creditors in value voting in the meeting to approve the scheme, is that the wishes of a majority of the class should prevail, and the dissenting minority of 1/4^th or less of the class should not be permitted to derail the scheme of arrangement unless, of course, the Court, on examining the scheme, finds that the objection of the minority is justified. If no meeting of the creditors is required to be held, in a Scheme of arrangement between the Company and its members, then, in the

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absence of ascertaining whether 3/4^th in value of the creditors approve the scheme or not, would the Court be justified in statutorily imposing such a Scheme of arrangement on the creditors, even though their consent has not been obtained or their wishes ascertained? If it were held that not holding the meeting, and ascertaining the wishes of the creditors, would result in the Scheme of arrangement not to bind them, would the very purpose of sanctioning the Scheme by the Court not be defeated, and approval of the Scheme not be an exercise in futility? If, on the other hand, the view, that a meeting of the creditors/members must necessarily be held in all cases irrespective of whether the Scheme of arrangement is between the Company and its members or the creditors, is accepted would that not render the words “as the case may be” in Section 391(1) mere surplusage? These are several questions which need answers.

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On these questions one view is that the creditors are not entitled, as of right, to participate in the process of consideration of sanction of the Scheme, as the Companies Act does not contain a specific provision for notice being given to the creditors at any stage either prior to the making of the order or subsequent thereto, except in so far as the creditors may have notice of it by public advertisement, (Union of India Vs. Asia Udyog Pvt. Lt d^[2] ) , and that the legislature has cast a duty on the Court to ascertain whether the Scheme affects the interests of the creditors to such an extent that holding of their meeting is essential and, if the Court were of the view that the interest of the creditors were adversely affected, it could refuse to sanction the scheme unless their consent has been obtained. (Ansal

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Properties and Industries Ltd., In r e^[3] ) .

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Another facet of this view is that, under Section 391 of the Act, a compromise or arrangement is either between a company and its creditors or between a company and its members. An arrangement, in the nature of amalgamation, is the result of an agreement between the amalgamating company and its members, as well as a corresponding agreement between the transferee company and its members, and there is, therefore, no provision for the participation of persons other than the members of the two companies to vote on an arrangement of amalgamation proposed between a company and its members. (Nava Bharat Ferro Alloys In r e^[4] ; Mafatlal Industries Ltd., In r e^[5] ; Coimbatore Cotton Mills Ltd and Lakshmi Mills Co. Ltd., In r e^[6] ; and Telesound India Ltd., In r e^[7] ) .

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However, a different view was taken by the Bombay High Court, In Re ICICI Bank Limite d^[8] , and it was held that Section 391(1) gives a discretion to the Court to convene a meeting of the creditors or any class of them; the Court would exercise the discretion by convening a meeting of creditors, if the creditors are likely to be adversely affected by an arrangement between the Company and its members. Attending the meeting and voting are steps of participation in the process of consideration of the Scheme. If the creditors have no right of hearing, at the time of hearing of the petition under Section 391, the only way of ascertaining whether the creditors are affected or not would be through the wishes of the creditors which may be expressed by them in a meeting which the Court is entitled to convene under Sub-section (1) of Section 391; and, therefore, the Court would exercise discretion as a matter of course to convene a meeting

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of the creditors of the Company under sub-section (1) of Section 391 unless the Court is, prima facie, satisfied that the interests of the creditors are not likely to be adversely affected by the scheme. A perusal of the Balance Sheet of the transferor company would show that it does not have any secured loans or secured creditors. Its unsecured loans, as at 31.03.2011, was Rs.13,82,98,636/-. The entire unsecured loans were advanced to the transferor company by M/s.Pragati Offset Private Limited (hereinafter referred to as ‘holding company’). A copy of the letter dated 02.11.2011, addressed by the Joint Managing Director of the holding company to the Board of Directors of the transferor company, is enclosed to the petition. By the said letter, the holding company stated that they had advanced a loan of Rs.13,82,98,636/-; they had gone through the scheme of amalgamation of the transferor company with the transferee company; and they were giving their consent to the proposed scheme of amalgamation. The head “current liabilities” of Rs.1,15,90,650/- in the Balance Sheet of the transferor company include sundry creditors for trade of Rs.5,12,105/;- advance from customers of Rs.88,783/-; other liabilities of Rs.9,20,900/- and other statutory liabilities of Rs.7,24,594/-. In his affidavit dated 28.02.2012, the Director of the transferor company would state that, as per the latest balance sheet as on 31.03.2011, the company had “current liabilities” to the extent of Rs.1,15,90,650/- comprising sundry creditors for trade, advance from customers, provisions for statutory liabilities and provisions for other liabilities; and, during the month of April, 2011, the transferor company had discharged all its current liabilities. Details thereof are furnished in the said affidavit in the form of a

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statement. A perusal of the statement would show that the entire amount of Rs.1,15,90,650/- was either paid by cheque or adjusted towards rejected material or current year sales or provision. As all the sundry creditors for trade, and advances from customers, as on 31.03.2011, were discharged in April, 2011 itself, the holding of a meeting of such sundry creditors is wholly unnecessary.

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A perusal of the Balance Sheet of the transferee company would show that, while it does not have any secured and unsecured creditors, its unsecured loans, as at 31.03.2011, is Rs.18,91,73,600/- and its deferred tax liability is Rs.48,76,625/-. The unsecured loans of Rs.18,91,73,600/- consists of unsecured loans from the holding company for Rs.16,83,08,614/-; and an unsecured loan of Rs.2,08,64,986/- from the transferor company. A letter dated 02.11.2011, addressed by the transferor to the transferee, is enclosed whereby the transferor company acknowledged that they had advanced Rs.2,08,64,986/-, and they were giving their consent to the proposed scheme of amalgamation. The letter dated 02.11.2011 addressed by the holding company to the Board of Directors of the transferee company is also enclosed wherein they acknowledged having extended an unsecured loan of Rs.16,83,08,614/-, and they informed that they were giving their consent to the proposed scheme of amalgamation. As all the creditors representing unsecured loans have given their consent to the scheme of amalgamation, the holding of a meeting of such unsecured creditors of the transferee is wholly unnecessary.

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The head “current liabilities”, in the balance sheet of the transferee company, include sundry creditors for Rs.1,13,18,093/-, sundry creditors of the holding company for

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Rs.3,26,92,648/-; liability for expenses; statutory liabilities and advances from customers. Enclosed to the memo dated 02.03.2012, is a letter dated 01.03.2012 addressed by the holding company to the Board of Directors of the transferee company confirming that their account showed a debit balance of Rs.3,26,92,648/- as on 31.03.2011, and subsequently the entire amount was paid on different dates in October and November, 2011. By the said letter, they also gave their consent to the scheme of amalgamation. By his affidavit dated 28.02.2012, Sri P. Hemanth, a director of the transferor company, stated that, as per the Balance Sheet as at 31.03.2011, the company had a total current liability of Rs.5,55,88,859/- and, during the month of April, 2011, the transferee company had discharged all its current liabilities. Enclosed to the said affidavit is a statement which reflects payment made to the sundry creditors of Rs.1,13,18,093/-, liability for expenses of Rs.11,83,721/(including salaries payable to staff, and a director, for Rs.11,15,455/- and Rs.79,29,491/- respectively), and advance from customers for Rs.13,49,451/-. It is evident, therefore, that the dues of the sundry creditors, shown in the Balance Sheet of the transferee company under the head “current liabilities”, have been discharged in the month of April, 2011 and, as such, the holding of a meeting of the sundry creditors of the transferee company is a needless exercise.

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Under the second proviso to Section 394(1), no order for dissolution of any transferor company shall be made by the Court unless the Official Liquidator has, on scrutiny of the books and papers of the company, made a report to the Court that the affairs of the company have not been conducted in a manner prejudicial to the interests of its members or to public interest.

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Under Section 394-A, the Court is required to give notice of every application made to it under Section 391 or 394 to the Central Government, and shall take into consideration the representations, if any, made to it by that Government before passing any order under any of these sections.

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In his report No.317 of 2011 dated 28.12.2011, the Official Liquidator would state that he had, vide letter dated 09.12.2011, called for the statutory books and other relevant information from the transferor company; and the transferor company had furnished the information and documents sought for by him. The Official Liquidator records the details of incorporation of the transferor company, the scheme, the objects of the transferor company, the audited balance sheet as at 31.03.2011, and that there is a deferred tax liability of Rs.12,50,426/-. Basing on the information made available by the transferor company, he opined that the affairs of the company appear to have not been conducted in a manner prejudicial to the members or to the public interest. On the objection of the official liquidator regarding deferred tax liability of Rs.12,50,426/-, Sri V.S. Raju, Learned Counsel for the petitioner, would point out, rightly so, that what is reflected in the balance sheet is not deferred tax liability but a deferred tax asset of Rs. 12,50,426/-. It is evident that the official liquidator has erred in presuming the deferred tax asset to be a deferred tax liability.

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In the report dated 17.12.2011 submitted by the Regional Director, South Eastern Region, Hyderabad, it is stated that, upon the scheme being sanctioned by the Court, the authorized share capital of the transferor company shall stand transferred to and added to the authorized share capital of the transferee company, and is deemed to be in compliance of Sections 95 and

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97 of the Act; there are no complaints pending against the transferor company; as per the records of the Registrar of Companies, Andhra Pradesh the transferor and transferee companies are filing the statutory returns; and on the basis of scrutiny of documents, such as the Balance sheet, the Profit and Loss account of the transferor company, if company law violations are found, they shall be dealt with in accordance with law.

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Under the proviso to Section 391(2), no order sanctioning any compromise or arrangement shall be made by the Court unless the Court is satisfied that the company or any other person by whom an application has been made under sub-section (1) has disclosed to the Court, by affidavit or otherwise, all material facts relating to the company, such as the latest financial position of the company, the latest auditor's report on the accounts of the company, the pendency of any investigation proceedings in relation to the company under Sections 235 to 251, and the like.

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The company petition was filed on 24.11.2011, and the latest financial position of the company as at 31.03.2011 (Balance Sheet, Profit and Loss account and the Schedules thereto) have been enclosed to the said petition. A copy of the auditors report on the balance sheet as at 31.03.2011 is also enclosed to the petition. It is stated, both by the transferor and transferee companies, that no investigation or proceeding is pending under Sections 235, 237 or other provisions of the Companies Act, or under any Act against them.

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The only question which remains to be examined is whether the scheme of amalgamation is in public interest. The Court cannot abdicate its duty simply because the statutory

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majority has approved it and there is no opposition to the scheme of amalgamation in Court. It must scrutinize the scheme to find out whether it is an arrangement which can, by reasonable people conversant with the subject, be regarded as beneficial to those who are likely to be affected by it. In pursuit of such an enquiry the court is not tied down by any rigid principles or strait-jacket formulae. No enumeration contained in judicial decisions of the factors which can be taken into account, howsoever precise, can be treated as exhaustive so as to limit the scope of the inquiry which, having regard to varying circumstances, might differ from case to case. The burden lies on the petitioner-company to show that the scheme of amalgamation is fair, reasonable, workable and is such that a man of business would reasonably approve. The Court would, of course, take into account the fact that it has been approved by a big majority vote, but it would not shirk its duty to scrutinize the scheme. (Bank of Baroda Ltd. v. Mahindra Ugine Steel Co. Ltd.^[9] ) . Even if all the statutory formalities are duly carried out, the Court has still the discretion either to sanction or refuse to sanction the scheme. (Bank of

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Baroda Ltd.⁹ and Bengal Hotels P. Ltd. In r e^[10] ) .

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The amalgamation must fulfil some felt need, some purpose, some object and that must have some co-relation with public interest. The Court is charged with a duty to ascertain whether the affairs, of both the transferor and the transferee, have been carried on not only in a manner not prejudicial to its members but also that it is not against public interest. The expression “public interest” must take its colour and content from the context in which it is used. (Union of India v. Ambalal Sarabhai Enterprises Lt d^[11] ) . The Indian law, a departure from

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the English law, enjoins a duty on the Court to examine objectively whether the merger is, or is not, violative of public interest. What would be in public interest cannot be put in a strait-jacket. It is a dynamic concept which keeps on changing. It has been explained in Black’s Law Dictionary as:-

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“Something in which the public, the community at large, has some pecuniary interest, or some interest by which their legal rights or liabilities are affected. It does not mean anything so narrow as mere curiosity, or as the interests of the particular locality which may be affected by the matters in question. Interest shared by citizens generally in affairs of local, State or national Government.”

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It is an expression of wide amplitude. A scheme, valid and good, may yet be bad if it is against public interest. The basic principle of the satisfaction, that the scheme is not contrary to public interest, is none other than the broad and general principles inherent in any compromise or settlement entered into between the parties that it should not be unfair or contrary to public policy or unconscionable. In amalgamation of companies the Courts have evolved the principle of “prudent business management test” or that the scheme should not be a device to evade the law. (Hindustan Lever Employees' Union Vs.

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Hindustan Lever Ltd.,^[12] ) . No court of law would ever countenance any scheme of compromise or arrangement if it finds that it is an illegal scheme or is otherwise unfair or unjust to the class of shareholders or creditors for whom it is meant. The fairness of the scheme, qua the disputing minority shareholders or creditors, also has to be kept in view by the High Court while putting its seal of approval on the scheme.

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The High Court should examine whether the proposed scheme of compromise and arrangement is violative of any provision of law and is not contrary to public policy. For

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ascertaining the real purpose underlying the scheme with a view to be satisfied on this aspect, the Court, if necessary, can pierce the veil of apparent corporate purpose underlying the scheme and can judiciously x-ray the same. The High Court has also to satisfy itself that the members or class of members or the creditors or class of creditors, as the case may be, were acting bonafide and in good faith and were not coercing the minority in order to promote any interest adverse to them. It must also ensure that the scheme as a whole is also just, fair and reasonable from the point of view of prudent men of business taking a commercial decision beneficial to the class represented by them for whom the scheme is meant. (Miheer H. Mafatlal¹ ). Unless the scheme is shown to be contrary to any law or is such as to shock the conscience of the court or is patently unfair to the members or creditors or any class of them, or is against public interest or against public policy, the court should not come in the way of business by rejecting a bonafide scheme under Section 391. (Zee Interactive Multi Media Ltd., In r e^[13] ) .

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The proposed scheme of amalgamation, under clause 4(i) in Part III thereof, provides that, with effect from the appointed date, the entire undertaking of the transferor company, including all its movable and immovable properties and other assets of whatsoever nature and all rights, powers, interests, authorities, privileges, liberties, tangible, real and personal, corporeal and incorporeal in possession or reversion, present or contingent of whatsoever nature and wherever situated, all interests and rights in or arising out of such property with all licenses including tax benefits/exemptions, trade marks and permission obtained from central/state/quasi - government organizations/ agencies; all tax reliefs including sales tax deferment benefits; all credit balances

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relating to MAT, import entitlements and other quotas, if any, and deposits of whatsoever nature which the transferor company is entitled to, all debts including borrowings from the financial institutions and banks, and also the applications made for obtaining licenses etc, affecting the properties of the transferor company shall, without any further act or deed, be transferred to and be vested in the transferee company in accordance with and under Section 394 of the Act. The scheme also provides, under clause 4(ii), that, on and from the appointed date, the benefit of all balances relating to CENVAT or Service Tax or MAT being balances pertaining to the transferor company, if any, shall stand transferred to and vested in the transferee company as if the transaction giving rise to the said balance or credit was a transaction carried out by the transferee company; and the liabilities of the transferor company as on the appointed date shall stand transferred to and vested in the transferee company. Clause 7 thereof relates to employees and workmen, and thereby all permanent employees of the transferor company shall become the employees of the transferee company without interruption in service, and on the basis of continuity of service and on the terms and conditions not less favourable than those subsisting with reference to the transferor company as on the said date. It is also stated thereunder that vesting of the undertaking of the transferor shall not affect any transaction, proceeding or action validity concluded, settled or taken by the transferor company. Under clause 9 thereof, on the scheme becoming effective, the transferee company shall account for merger in its books of accounts with effect from the appointed date. Clause 10 relates to issue of shares and, on the consideration of the transfer under clauses 4 and 5, and upon the scheme becoming effective after

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being sanctioned by the Court, the transferee company shall allot one equity share of Rs.10/- each fully paid up for every three equity shares of Rs.10/- each fully paid up held by such members of the transferor company; the transferee company shall allot 36,667 equity shares of Rs.10/- each fully paid to the shareholders in proportion to the shares held by such members; the new equity shares of the transferee company were allotted for voting, and all other rights pari passu with the existing shares of the transferee company; and the members of the transferor company, on intimation from the transferee company, shall surrender their share certificates and allotment letters to the transferee company for cancellation thereof, and take all necessary steps to obtain, from the transferee company, the share certificates to which they are entitled under the scheme. Under Clause 13, upon the scheme being sanctioned by the Court under Section 394 of the Act, and on its becoming effective, the transferor company shall be dissolved without going through the process of winding up with effect from the appointed date or such other date as may be fixed by the Court.

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In the company petitions filed, both by the transferor and transferee companies, it is stated that the transferor and transferee companies are closely held companies under the same management; both are engaged in a similar line of activity; by merging the transferor with the transferee, there would be synergy of operations; by property amalgamation, the transferee company can diversify its activities; reduction in the administrative and overhead costs would give a financial edge, and result in cost effectiveness; and, in view of these advantages, it was decided to amalgamate the transferor with the transferee which would not only be beneficial to its shareholders,

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but also to the employees and creditors. It is also stated that the Board of directors of the transferor and the transferee companies, in their respective meetings held on 31.10.2011, had approved the scheme of amalgamation subject to the approval and consent of the shareholders, and confirmation by this Court. In view of the aforesaid objects, it cannot be said that the scheme of amalgamation, if approved, would be against public interest.

¶46

I consider it appropriate, therefore, to sanction the scheme of amalgamation. As required under Section 394(3) of the Companies Act, read with Rule 81 of the Companies (Court) Rules, 1959, the petitioner shall file a certified copy, of the Order of this Court with the Registrar of Companies for its registration within thirty days from the date of the order.

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Date: 28.03.2012 ____________________________ RAMESH RANGANATHAN, J

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