2009 (11) TMI 509

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..... feree-Company No. 1 and Transferee-Company No. 2 by which, firstly, the properties (movable and immovable) and all the assets and liabilities of any kind, nature and description whatsoever described in the said scheme of arrangement/amalgamation relating to "Engineering Moulding Division" of the Transferor-company shall be transferred to and vested in M/s. Kriti Auto & Engineering Plastics Private Limited (Transferee-Company No. 1) and secondly, the properties (movable and immovable) and all assets and liabilities of any kind, nature and description whatsoever and more particularly described in the said scheme of arrangement/amalgamation relating to the "Solvent Division" of the Transferor-Company shall without any further act or deed be tr .....

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..... Sheet of the Transferee-Company No. 2 as on 31-3-2007 has been annexed as Annexure. 4. In the petition the averments as to main object of Transferor-Company, Transferee-Company No. 1 and Transferee-Company No. 2 has been stated. It has been averred that the Transferor-Company is a profit making Company engaged in the business of plastic processing, solvent extraction and refining of edible oil. It has three divisions namely Solvent Division, Plastic Division and Engineering Moulding (Pune) Division. The amalgamation as stated above has been sought under the scheme of arrangement/amalgamation essentially on following grounds : (i)Concentration on the core business activity of each Company; (ii)Scalability of capacities by infusion of fund .....

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..... rporate Affairs, Mumbai, I find that the details of Assets and Liabilities which were lacking in the petition and the scheme was made available to him vide letter dated 28-2-2009 which has been annexed with the affidavit as Exhibit C/2. Except this nothing adverse has been pointed out by the Regional Director. On the other hand it has been mentioned in the affidavit that the scheme is not prejudicial to the interest of shareholders and public. Thus considering the details as has been given in the scheme about assets and liabilities which covers the material details and the reports of the Chairman I find no infirmity or objectionable feature of any kind or illegality or lacking bona fide in the scheme so proposed. It also does not appear to .....

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