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-company, which has already given its written consent/N.O.C. to the proposed amalgamation. In view of this fact, the court ordered that it is not necessary for convening of the meeting of the preference shareholder of the transferee-company and the prayer made for dispensing with the convening of the meeting of the preference shareholder of the transferee-company was granted under the order dated 2-5-2003. The Court ordered for calling of the meeting of the equity shareholder, secured creditors and unsecured creditors of the transferee-company. The meeting was directed to be convened on 12th of July, 2003 at 1.00 p.m., 2.00 p.m. and 3.30 p.m. respectively, at the registered office for the purpose of considering and if thought fit approving with or without modification the scheme of amalgamation proposed to be made of transferor-company in the transferee-company, filed along with that application.

5. This Court under the order aforesaid appointed Shri Manoj Pareek, Advocate to act as a Chairman of the said meetings and should report the result thereof to the Court. The notices of the meetings aforesaid of the equity shareholder, secured creditors and unsecured creditors were issued by the transferee-company in the Dainik Bhashkar and Dainik Navjyoti, the daily newspapers. The aforesaid publications were affected on 14th and 15th of June, 2003. The petitioner also caused to issue and send notices along with the copy of the scheme and the explanatory statement as required under Section 393 of the Companies Act, 1956 together with the forms of proxy individually to the said creditors. In compliance of the order of this Court dated 2-5-2003, the meetings of the aforesaid creditors were held at the time, date and place fixed by the Court and Shri Manoj Pareek, Advocate, acted as Chairperson of the meetings.

6. The said meeting was attended either personally or through authorised representative/proxy by 36 Equity Shareholders of the said Company holding together 38,95,807 equity shares and carrying 38,95,807 votes. The scheme of amalgamation of the transferor-company was read out and explained by Mr. Rajeev K. Goel, the Company Secretary, on the instructions of Mr. Manoj Pareek, Advocate, to the meeting. The said meeting was unanimously of the opinion that the Scheme of Amalgamation of the transferor-company with the transferee-company should be approved, adopted and agreed to, without any modification. None of the equity shareholders voted against the said scheme of amalgamation, being adopted and carried into effect.

7. On 5-9-2003 the notices were issued for hearing of the petition to the Regional Director, Kanpur for the date 31-10-2003. The representation/affidavit of the Regional Director, Northern Region, Department of Company Affairs, Kanpur, under Section