Shiv Kumar Sharma, J.-This petition under Sections 391(2) and 394 of the Companies Act 1956 (in short Act of 1956) seeking approval of the scheme of amalgamation between Skipper Electricals (India) Limited (hereinafter referred to as the Transferor Company (Company No. 1) with SEIL Powergears Limited (hereinafter referred to as the Transferee Company (Company No. 2).

2. The transferor company was incorporated on 23.05.1989 under the provisions of Companies Act, 1956 as a private limited company and converted into a public limited company vide special resolution dated 28.06.1994. Fresh certificate of incorporation dated 210.1994 was issued by Assistant Registrar of Companies NCT of Delhi and Haryana. The authorised share capital of the transferor company is Rs. 10,00,000/-(Rupees ten lacs) divided into 10,000/-(ten thousand) equity shares of Rs. 100/-each. The issued, subscribed and paid up share capital of the transferor company is Rs. 5,00,000/-(Rupees five lacs) divided into 5,000/-(five thousand) equity shares of Rs. 100/-each fully paid up.

3. The transferor company is presently engaged in the business of manufacturing substation and transformer equipment. Accounts of