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2. Sakthi Soyas Limited is a public limited company registered on March 26, 1986, with an authorised capital of Rs. 11,00,00,000 divided into 90,00,000 equity shares of Rs. 10 each and 2,00,000 redeemable cumulative preference shares of Rs. 100 each. The issued, subscribed and paid-up capital as on March 31, 1993, and March 31, 1994, is Rs. 8.15 crores. Hereinafter this company will be referred to as "the transferor company".

3. At a meeting of the board of directors of the respondent-company, held on February 27, 1994, it was decided to amalgamate the transferor-company with the respondent as it was considered to be advantageous and beneficial to both the companies. In the opinion of the directors such merger will enable the respondent to diversify its activities into a very good area with enormous potential for growth and also the transferor-company to get adequate financial help. Similarly, at a meeting held on March 29, 1994, the board of directors of the transferor-company decided to amalgamate the same with the respondent for the same reason. It should be mentioned that both the companies have a common managing director and they belong of the same group (Sakthi group of companies). The transferor-company filed C.A. No. 263 of 1994 in this court for necessary directions for convening and conducting an extraordinary general meeting of the shareholders to consider the proposed scheme of amalgamation. The respondent filed C.A. No. 264 of 1994 for similar direction. By an order dated April 8, 1994, the court directed the convening of a meeting of the equity shareholders of the respective companies for the purpose of considering the scheme and appointed Sri. N. V. Kumar, advocate, Coimbatore, as chairman of the meeting. Pursuant thereto, notices were sent to all the equity shareholders along with copies of the proposed scheme of amalgamation besides statements under section 393 of the Companies Act as well as forms of proxy. The notice was also published in one issue of News Today and one issued of Malai Murasu. The meeting of the transferor-company was held on May 13, 1994, and of the respondent-company on May 20, 1994. Resolutions were passed at both the meetings approving the scheme of amalgamation subject to the approval of the financial institutions and such other necessary approvals. The respective board of directors was authorised to take all such steps as may be necessary or desirable to give effect to the scheme of amalgamation. It was also resolved to accept such alterations, modifications and/or conditions, if any, which may be proposed, required or imposed by this court while sanctioning the scheme. The advocate-chairman filed a report in the court on May 21, 1994.