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TMI Blog2003 (3) TMI 554X X X X Extracts X X X X X X X X Extracts X X X X ..... d transferor company proposing their amalgamation and their merger into the petitioner company. Under the scheme of amalgamation, all the assets and liabilities of the first transferor company as well as second transferor company are to vest in the petitioner company. The whole of the share capital of the first transferor company as well as second transferor company is held by the petitioner company which is the transferee company and no shares are to be issued to the shareholders of the first and second transferor companies whose shares are to stand cancelled on amalgamation. Thus, the scheme does not involve any increase of the share capital of the petitioner company. 2. The first transferor company has its registered office at Ahmeda ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... Government Gazette. The Court also dispensed with the issuance of notices of hearing of the petition individually on the members and secured creditors and unsecured creditors below Rs. five lakhs. The petitioner has filed on record three separate Affidavits all dated 5th March, 2003 sworn in by G.T. Govindrajan, Company Secretary of the petitioner company. By the first affidavit, the petitioner has proved the service of notice on the Central Government through the Regional Director, Western Region on 11th February, 2003. By the second affidavit, the petitioner has proved the publication of the notice in the newspapers viz., Free Press Journal dated 20th February, 2003 and Nav Shakti dated 20th February, 2003. By the third affidavit, the p ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... the transferor company with it. Office of this court has therefore, raised an objection. After observing that the proposed scheme would not affect the members of the transferee company, the creditors of the transferee company were not likely to be affected by the scheme and no new shares were sought to be issued to the members of the transferor company by the transferee company and there was no re-organisation of the share capital, following the judgment of this Court in the case of Ahmedabad Mfg. Calico Printing Co. Ltd. ( supra ), it was held that it was not necessary to file a separate petition for sanction by the transferee company. The office objection was thus disposed of. The present case also appears to be covered by the decisio ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... members or the creditors of the transferee company as between themselves and the Company and the scheme does not involve re-organisation of the share capital of the transferee company. However, the said judgments do not lay down that the transferee company cannot file a petition, if it so desires. It is one thing to say that it is not necessary to file a petition and another thing to say that petition cannot be filed. The transferee company may choose to file a petition and seek approval of the scheme by way of an abundant caution or because of any doubts as to whether its members or creditors are in any way affected by the scheme or any other reason. I therefore, hold that though it may not be necessary in certain cases, the transferee com ..... X X X X Extracts X X X X X X X X Extracts X X X X
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