( 1 ) BY this application, filed under Rule 9 of the Companies (Court) rules, 1959, M/s. Deepika Chit Fund Private limited, the applicant herein, inter alia prays this Court to constitute Collection and Disbursal committee, consisting of one Director each from both the Transferor Company and transferee Company and a Commissioner to be appointed by this Court, and pass such other order or orders as this Court deems fit and proper in the circumstances of the case.

( 2 ) M/s. Deepika Chit Funds Private limited (hereinafter referred to as the transferee Company ) was incorporated under the provisions of the Companies Act, 1956 (for short the Companies Act ) as a private Limited Company on 13-1-1989. The authorized share capital of the Transferee company is Rs. 50,00,000. 00 divided into 50,000 equity shares of Rs. loo. 00each. The issued, subscribed and paid-up capital of the transferee Company is Rs. 30,00,000. 00 divided into 30,000 equity shares of Rs. 100. 00 each fully paid up.

( 3 ) THE main objects of the Transferee company, as reflected by its Memorandum and Articles of Association, is to establish and carry on the business of chit funds for the benefit of members and to act as foreman for any of the chit fund series for the promoters of the chits in the State of Andhra pradesh or anywhere in India, to carry on chit fund business of all kinds permitted by law, and to raise funds from the members and other persons, firms, associations, companies etc.

( 4 ) M/s. Deepika Leasing and Finance limited (hereinafter referred to as the transferor Company ) was incorporated under the provisions of the Companies Act, as a Public Limited Company on 21-8-1990. The authorized share capital of the Transferor company is Rs. 10,00,00,000. 00- divided into 70,00,000 equity shares of Rs. 10. 00 each and 3,00,000 preference shares of Rs. 100. 00 each. The issued, subscribed and paid-up capital of the Transferor Company is Rs. 8,00,35,000. 00 divided into 50,03,500 equity shares of Rs. 10. 00 each and 3,00,000 preference shares of rs. 100/-each.

( 5 ) THE main objects of the Transferor company, as reflected by its Memorandum of Association, is to carry on and undertake the business of hire purchase, leasing, factoring, investments, trading, financing on hire purchase lease of all kinds of movable and immovable property, lands, buildings, plant and machinery etc. , to advance, deposit or lend money, securities and properties to or with any company, body corporate, firm, person or association with or without security, to carry on and undertake the business of underwriting, sub-underwriting, invest in, acquire, buy, hold, sell or otherwise deal in securities of every kind and description including shares, debentures, units, bonds, and to carry on and undertake the business of portfolio managers, asset managers, investment Counsellors, merchant bankers etc.

( 6 ) THIS Court, by order dated 25-9-2003, passed in C. A. No. 793 of 2003, dispensed with the meeting of the shareholders of the transferee Company having regard to the fact that all the seven shareholders had filed affidavits consenting to the proposed Scheme of Arrangement between the Transferee company and the Transferor Company. Whereas, by reason of another order passed on the same day in C. A. No. 791 of 2003, this Court directed convening of the meeting of the shareholders of the Transferor company for considering and approving the scheme of Arrangement and the arrangement proposed with the Deposit Holders and unprized Subscribers, and appointed a chairman to oversee the conduct of the meetings. The Chairman having notified the date of the meetings in the newspapers, conducted the meetings on the appointed day on 22-11-2003, and filed report stating that out of 61 equity shareholders, who attended the meeting either by themselves or their proxies, 58 shareholders holding 20,27,227 equity shares of Rs. 10. 00 had cast their votes in favour of the scheme, that three sh