1. - Shri A. Kasliwal, the learned counsel appearing on behalf of the petitioner Ajanta Soya Limited, at the outset of his contentions, submitted that in the petition the prayer is not made for dissolution of the Kasturi Finlease & Investment Limited (hereinafter shall be referred to as 'the transferor-company'). It is only a case of merger of the transferor-company in the petitioner Ajanta Soya Limited (hereinafter shall be referred to as 'the transferee-company').

2. I find from para No. 1 of the petition that the object of this petition is to obtain sanction of the court to the proposed scheme of Amalgamation of the transferor-company with the transferee-company.

3. This petition is filed under Sections 391 and 394 of the Companies Act, 1956 by the petitioner transferee-company for grant of sanction of the scheme of amalgamation of the transferor-company in the transferee-company.

4. The transferee-company filed earlier an application under Sections 391 and 394 of the Companies Act, 1956 being Company Application No. 22/2003 for dispensing with the meeting of the preference shareholder of the transferee-company as the only preference shareholder of it is the transferor-com