The main legal point established in the judgment is that the court will sanction a proposed Scheme of Amalgamation if it is to the mutual advantage of the companies involved, and no valid objections are raised.

( 1 ) COMPANY Petition No. 84 of 2006 and company Petition No. 85 of 2006 are filed by Kanoi Chemicals Ltd. , and Pramukh intermediates Pvt. Ltd. , respectively [both transferor Companies] to consider and if thought fit to sanction the proposed Scheme of Amalgamation of Kanoi Chemicals Ltd. , and Pramukh Intermediates Pvt. Ltd. , into british Super Alloys Pvt. Ltd. , [transferee company]. Company Petition No. 86 of 2006 is filed by the British Super Alloys Pvt. Ltd. , [transferee Company] also to consider and if thought fit to sanction with or without modification the proposed Scheme of amalgamation of Transferor Company into the Transferee Company.

( 2 ) SO far as Company Petition No. 84 of 2006 is concerned, it is submitted that having procured and produced the written approval of all the equity shareholders and the unsecured creditors and there being no secured creditor, pursuant to the order passed by this Court dated 17th March 2006 in Company Application No. 110 of 2006, the meeting of the equity shareholders and the unsecured creditors in relation to the proposed scheme of amalgamation as required under Section 391 (2) of the companies Act were dispensed with.

( 3 ) SIMILARLY, as regards Company petition No. 85 of 2006 is concerned, it is submitted that having procured and produced written approval of all the equity shareholders and the unsecured creditors and there being no secured creditor, the meeting of the equity shareholders and unsecured creditors in relation to the proposed Scheme of Amalgamation as required under Section 391 (2) of the Act was dispensed with pursuant to the order passed by this Court dated 17th March 2004 in company Application No. 109 of 2006. So far as the Transferee Company is concerned, it is submitted that pursuant to the order passed by this Court dated 17th March 2006 in Company Application No. 106 of 2006 having procured and produced written approval of all the equity shareholders and the secured creditors of the Transferee company, the meeting of the equity shareholders and the secured creditors of the transferee Company in relation to the proposed Scheme of Amalgamation as required under Section 391 (2) of the companies Act were dispensed with. It is also further submitted that pursuant to the order passed by this Court a separate meeting of the unsecured creditor of the Transferee company was convened and held as per the order of this Court and the Chairman of the said meeting has submitted his report dated 1st May 2006 producing the result of the said meeting, and it is reported that all the unsecured creditors of the Transferee company present and voting have approved and agreed to the proposed Scheme of amalgamation.

( 4 ) IT is submitted in all the Company petitions that the Transferor Company and the Transferee Company belong to the same management and group and all of them are engaged in similar line of activities and therefore the Board of Directors of these companies have thought it fit to restructure them through amalgamation for achieving synergic advantages. It is further submitted that it is anticipated that combined operations under one company would make administration easy and cost effective. It is further submitted that duplication of the administrative and operative costs will be eliminated resulting in saving of the cost. It is further submitted that amalgamated company would be in a position to maximise its profits through optimum utilization of its resources and the amalgamation will also help to make the management control systems more efficient and effective. It is further submitted that amalgamation will in turn help to make its position stronger and give it a competitive edge over others. It is thus submitted that the amalgamation would be to the mutual advantage of both the transferor and the Transferee Companies.

( 5 ) AFTER the petitions were admitted, the dates of their hearing were duly advertised in newspapers and publication of the said d