9911796707
TMI Blog1998 (4) TMI 480X X X X Extracts X X X X X X X X Extracts X X X X ..... pany and this scheme of amalgamation has been approved in the meeting of the Board of Directors which is not validly held. ( 2 )He did not receive notice of the meeting of the company where the scheme of amalgamation was considered and approved by the General Body of the company, though he was entitled to attend the meeting. ( 3 )As in the Memorandum of Association of the company, it is not one of the objects of the company to amalgamate with other company, the transferee-company, i.e., the petitioner-company has no power to enter into the arrangement of amalgamation. 2. So far as the first objection is concerned, according to the petitioner-company, the objector was a director of the petitioner-company, however, by letter dated 8 ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... h of the records of the Registrar of Companies to find out whether the objector was signatory to the Articles of Association of AIMCO Basic Chemicals Ltd. It is stated that the search revealed that the objector has subscribed to the memorandum of the said company. There is no affidavit filed denying the allegations made in the affidavit dated 9-10-1997. The learned counsel for the objector could not explain as to how and why the petitioner could not file an affidavit in reply to the affidavit dated 9-10-1997, filed by the petitioner. Therefore, in the absence of any counter-affidavit, the allegations made in the affidavit dated 9-10-1997, and the documents filed therewith have to be accepted. A perusal of these documents shows that the obje ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... am Navigation Co., In re [1939] 9 Comp. Cas. 229, submitted that without there being a specific power in the Memorandum of Association, a company cannot enter into an arrangement for amalgamation of the company. It was further submitted by the learned counsel that amalgamation should be included as one of the main objects of the company. Clause 6 of the Memorandum of Association of the petitioner-company reads as under : "6. To take, acquire and obtain the assets, business property and liability, goodwill, or undertaking of any other company, person or firm or to arrive at an arrangement with or to arrange with other company." 5. It is further to be seen that in Chapter V of the Companies Act, 1956, power is given to the company to a ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ssociation of a company." (p. 814) 6. Apart from the fact that it cannot be said that the Memorandum of Association of the petitioner-company does not provide for the company to arrive at an arrangement with another company, the company has a statutory power to arrive at such arrangement which the Court is required to sanction. In so far as the judgment of the Chancery Division relied on by the learned counsel for the objector is concerned, in that case the Court was considering not a scheme of amalgamation or arrangement, but the company was amalgamating its business as a going concern on its own undertaking and according to the Court, if such a power is not in the Memorandum of Association of the company, it cannot enter into such an ..... X X X X Extracts X X X X X X X X Extracts X X X X
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