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TMI Blog2007 (9) TMI 375X X X X Extracts X X X X X X X X Extracts X X X X ..... the orders of the High Court of Karnataka since the scheme of Amalgamation is a composite and inter-connected. Ordered accordingly. - C. P. NO. 66 OF 2007 AND C A. NO. 100 OF 2007 - - - Dated:- 17-9-2007 - JAYANT PATEL, J. Mrs. Swati Soparkar for the Petitioner. Harin P. Raval for the Respondent. ORDER 1. The present petition is for sanctioning the Scheme of Amalgamation. The petitioner is the Transferee Company. The Scheme which is proposed to be sanctioned is produced at Annexure-G in the petition. As per the Scheme of Amalgamation, Goa International School Pvt. Ltd., whose registered office is situated at Goa and Laguna Kumarakom Resorts Pvt. Ltd., whose registered office is situated at Bangalore in the State of ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... issued to the Central Government, Mr. P.D. Malik, Assistant Registrar of Companies has filed the affidavit raising the objections based on the communication received by the Registrar of Companies vide order dated 19-4-2007 from the Regional Director, Company Affairs. 6. On behalf of petitioner Company Mr. Vrajlal Vithaldas Joshi, Director has filed the affidavit dated 5-9-2007 in response to the objections raised on behalf of the Central Government. 7. The first objection pertains to compliance with the provisions of sections 17, 94/97 and 21 of the Companies Act and for filing necessary forms with the Registrar of Companies, stands covered by this Court in the matter of Shubhlaxmi Dyetex (P.) Ltd. , In re [2008] 142 Comp. Cas. ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ation in the aforesaid decision and which may be required to be considered is the bona fide of the scheme. If, as a result of the amalgamation, the authorised capital is increased, the Central Government might raise the contention of additional stamp duty, but there may not be a double recovery of the stamp duty already paid. At the same time, if upon the amalgamation of the Companies and having been sanctioned by this Court, the consequent result is to increase the authorised share capital of the Companies, the Transferee Company cannot take any undue benefit to the extent that the authorised capital sanctioned if increased, the stamp duty which was otherwise payable would not be paid, though required under the law. As such, in such matt ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... rved as under: "10. Concerning to the second objection raised on behalf of the Central Government for compliance to the provisions of section 21 of the Companies Act, since a change in the name is to result into as a consequence of the scheme, if ultimately sanctioned, it appears that the said aspect is also covered by the decision of this Court in the case of Search Chem Industries Ltd. [2006] 129 Comp. Cas. 471 (Guj.), wherein this Court by relying upon the other decision of the Bombay High Court and also of this Court, observed as under: 8. Notice of the petitions has been served upon the Central Government and Ms. P.J. Davawala, Additional Standing Counsel appearing for the Central Government. Ms. Davawala has informed the Court ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... petitions, I am satisfied that the observations made by the Central Government are misconceived. As held by this Court in the case of Rangkala Investments Ltd. ( supra ) and Manekchowk Mills Ltd. ( supra ) as also the Bombay High Court in the case of PMP Auto Ltd. ( supra ), the Scheme proceedings under sections 391-394 give "single window clearance" and there is no reason to insist for a separate formality to be followed for change in the name or the object clause of the Memorandum of Association of the Resulting Company. However, the petitioner companies are directed to file necessary forms as prescribed under law in the office of the Registrar of Companies to place on record these changes. As to the 3rd objection, in view of the f ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... sferor Company is concerned by the High Court of Karnataka. 12. Hence, the sanction even if it is to be granted by this Court, would be subject to the orders of the High Court of Karnataka since the scheme of Amalgamation is a composite and inter-connected. Ordered accordingly. 13. Hence, subject to the aforesaid observations and directions, the present Scheme of Amalgamation in respect to the Petitioner Company is sanctioned as per the provisions of the Companies Act. 14. The petition is allowed to the aforesaid extent. 15. The fees of the Assistant Solicitor General shall be paid by the petitioning Company which is quantified at Rs. 3,500. It will be open to the petitioning Company to pay the cost directly to the Counsel c ..... X X X X Extracts X X X X X X X X Extracts X X X X
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