9911796707
TMI Blog2010 (11) TMI 1141X X X X Extracts X X X X X X X X Extracts X X X X ..... 10 was instituted by the petitioner herein praying that meeting etc., of the Preference Shareholders, Equity Shareholders, Secured Creditors and Unsecured Creditors etc., be convened for the purposes of sanctioning of the amalgamation scheme. By an order dated 1-6-2010, this Court granted the prayers :-- "Heard. I have gone through the petition and the documents filed with it. Prayer for convening four meetings, as referred to in clauses (A), (B), (C) and (D) of Para 30 regarding prayer clause, is allowed. Meeting of Preference Shareholders of the Company, i.e.,Kamla Retail Limited, be held on 17th July, 2010 at 12 p.m. at Hotel Timber Trail, near Parwanoo. Meeting of Equity Shareholders of the aforesaid company be held on the af ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ays for amalgamation with the respondent Mahen Boutiques Limited. The averments made in the petition are that the Board of Directors of the Transferor Company at its meeting held on 26th April, 2010 approved the Scheme of Amalgamation which was also accepted by the Board of Directors of the Transferee Company on 15th May, 2010. Their consent Annexures P-2 and P-3 are already filed on the record. The Scheme in detail has been filed as Annexure P-1. 5. The objects of amalgamation have been mentioned as under :-- "(a) The Transferor Company was incorporated to set up high end mono brand boutiques/retail stores for retailing watches, jewellery, crystal wares, articles made of precious and semi-precious metals and stones. Only one such r ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... in both the domestic and overseas market. (d) Reduction of overheads and multiple organizational costs would benefit the share-holders through increased profitability. By virtue of the amalgamation, the operations of both the companies shall be ideally brought under single control thereby leading to considerable savings by eliminating duplication of administration and legal expenses, overheads and other service charges. (e) The proposed amalgamation will enable the amalgamated Company to achieve optimum size of business which is essential for better utilization of the available resources thereby ensuring long term economic and financial benefits of the company, their shareholders and employees. The amalgamated company with a wider capit ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... t there is no objection. However, one condition imposed is:-
"3. That the Deponent craves leave to submit that as per Clause 10.1 of Part-B of the Scheme of Amalgamation, all the employees of the Transferor Company shall become the employees of the Transferee Company without an break or interruption in their services upon sanctioning of the Scheme of amalgamation by the Hon'ble Court."
8. In this view of the matter, this petition is allowed sanctioning the grant for amalgamation of the Scheme Annexure P-1 annexed with this petition in accordance with law and the condition reproduced above. This will be subject to any order passed by any other Court of law of Company jurisdiction in India. This petition is disposed of. X X X X Extracts X X X X X X X X Extracts X X X X
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