TMI Blog2016 (3) TMI 1467X X X X Extracts X X X X X X X X Extracts X X X X ..... tion approved in the meeting of Board of Directors of transferor company on 04.01.2016 is sanctioned with effect from the date appointed i.e., 01.04.2015. The transferor company viz., Siri Drugs India Private Limited is ordered to be dissolved without going through the process of winding up. Petition disposed off. - Sri Justice S.V. Bhatt For the Petitioner : Surya Narayana Yellapantula. For the Respondent : Gadi Praveen Kumar (Dy. Solicitor Gen. of India), Mr. J. Srinadha Reddy Counsel for OL. ORDER : Heard learned counsel for the petitioner. 2. Siri Drugs India Private Limited/petitioner filed this petition under Sections 391 and 394 of the Companies Act, 1956 (for short the Act ) praying for sanction of sch ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ror company, approved the scheme of amalgamation. The effective date of amalgamation is 04.01.2016. The transferor company has set out the salient features of the scheme of amalgamation and with the assistance of learned counsel appearing for the petitioner, I have perused the exhibits. 9. The transferor company filed C.A.No.79 of 2016 under Section 391 of the Act to dispense with the requirement of convening the meeting of shareholders, unsecured secured creditors and creditors of the transferor company. On 27.01.2016, the application was allowed and the requirement of convening the meeting of shareholders was dispensed with. On 03.02.2016, this Court, in the instant company petition, ordered notice to the Regional Director, South East ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... on 391(2). (3) That the concerned meetings of the creditors or members or any class of them had the relevant material to enable the voters to arrive at an informed decision for approving the scheme in question. That the majority decision of the concerned class of voters is just and fair to the class as a whole so as to legitimately bind even the dissenting members of the class. (4) That all necessary material indicated by Section 393(1)(a) is placed before the voters at the concerned meetings as contemplated by Section 391(1). (5) That all the requisite material contemplated by the proviso to sub-section (2) of Section 391 of the Act is placed before the Court by the concerned applicant seeking sanction for such a scheme and the Co ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... anction such a scheme on that ground as it would otherwise amount to the Court exercising appellate jurisdiction over the scheme rather than its supervisory jurisdiction. 12. Learned counsel appearing for the statutory authorities have reported no objection for the proposed scheme of amalgamation. 13. I have considered the material available on record, the principles of law enunciated by the Apex Court in Miheer H.Mafatlal's case (supra) and the conclusions/ recommendations of the statutory authorities through their reports dated 11.03.2016 and 22.03.2016. 14. Having regard to the above material/reports, this Court is of the opinion that the proposed scheme of amalgamation is in conformity with the provisions of the Act. The s ..... X X X X Extracts X X X X X X X X Extracts X X X X
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