( 1 ) HEARD the learned counsel Mrs. Soparkar for the petitioner companies, the Official Liquidator who is present in the Court, Mr DN Patel learned Senior Central Government Standing Counsel and Mrs. PJ Davawala learned Addl. Central Govt. Standing Counsel. Mrs. PJ Davawala has tendered a letter dated 23. 7. 2001 received by her from the office of Registrar of Companies, Gujarat wherein it is stated that the scheme for amalgamation was sent for examination to the Central Government and the Government has decided that the matter be left to the decision of the Court on merits. The said letter is taken on record.

( 2 ) THE report of the OL based on the report of the Chartered Accountant of transferor company, is self explanatory. It is submitted that on scrutiny and investigation of the books of accounts and affairs of the companies are in accordance with the norms. The report of the Chartered Accountant says that scrutiny of the record and books of account produced before them, in their opinion the affairs of the companies have not been conducted in the manner prejudicial to its members and in the interest of public at large. So, the opinion in these two reports cannot be said to be negative opinion, on the contrary, it can be construed as positive opinions.

( 3 ) THESE are the petitions filed by two companies namely, Anmol Dairy Limited and Dairy Den Limited for sanctioning a scheme of amalgamation of Anmol Dairy Limited with Dairy Den Limited along with the compromise with the creditors of Anmol Dairy Limited under Section 391 read with Section 394 of the Companies Act, 1956.

( 4 ) ANMOL Dairy Limited, the transferor company was engaged in the business of manufacturing and processing of milk and milk products. The company could not function profitably for a long time and BIFR had declared it a sick company on 9. 6. 1998. The efforts were made to revive the company but ultimately BIFR formed an opinion to wind up the company. Dairy Den Limited, the transferee company is engaged in the business of manufacturing, marketing and trading of ice cream making machines. It has also started making soft serve through its subsidiary. It is a profit making company. The scheme is proposed to amalgamate the Transferor Company with the Transferee Company and provide a better alternative to the creditors of Anmol Dairy Limited to realise their dues. The petitions give more details of the advantages that would flow by virtue of the amalgamation of these companies. The secured creditors suggested some modifications in the terms of compromise of the scheme. The same were accepted by the petitioner companies. The modified scheme of amalgamation and compromise was unanimously approved by the Secured Creditors. The modified Scheme of Amalgamation and compromise has also been unanimously approved in the meetings of the Equity Shareholders of both the petitioner companies and in the meeting of the Unsecured Creditors of the Transferor Company. The relevant reports from the Chairman of the meetings are on record.

( 5 ) UNDER the modified scheme, further negotiations were permitted between the petitioner companies and IDBI, the major secured creditor. The same were conducted after the meetings and the terms have been further modified by mutual consent. The additional affidavits dated 30th July and 31st July 2001 are filed by the respective Directors of both the petitioner companies. A xerox copy of the letter from IDBI, the major secured creditor, dated 18. 6. 2001, indicating the acceptance of the modified terms is also placed on record. The scheme, incorporating these final modifications is also put on record.

( 6 ) AFTER the petitions were admitted they were advertised in the news papers. No one has come up with any objections after the publication. Notice of the petitions have been served upon the Central Government and Shri DN Patel, Senior Central Govt. Standing Counsel and Mrs. PJ Davawala Addl. Central Govt. Counsel appear for the