2002 (11) TMI 679

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..... ies and Transferee Company are situated at New Delhi, within the territorial jurisdiction of this Court. In fact they share the same address in respect of their Registered Offices. 3. The Board of Directors of the Transferor Companies and the Transferee Company have passed their respective Resolutions approving the Scheme of Amalgamation. 4. The objects and salient features of the Scheme and the circumstances necessitating the amalgamation of the companies have been explained in the petitions. I find no reason to disagree with the expectations of the Petitioner Companies. 5. Balance Sheets of the Transferor Companies and the Transferee Company have been placed on record together with Resolutions of their respective Board of Dire .....

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..... emorandum in aid of amalgamation with another company. If a company by virtue of its power in the memorandum desires to amalgamate with another company without coming to a court of law, such amalgamation would be valid". A Single Judge of the Calcutta High Court has adopted this view in United Bank of India Ltd. v. United India Credit Development Co. Ltd. [1977] 47 Comp. Cas. 689 and in Marybong Kyel Tea Estate Ltd., In re [1977] 47 Comp. Cas. 802 . The learned Judge had based his conclusion on the principle that by invoking sections 391 and 393 of the Companies Act, the statutory powers exercised by the Company Judge had been invoked, and that consequently there are no fetters on the exercise of such powers regardless of whether .....

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..... Transferee Company had granted their consent in writing to the proposed Scheme of Amalgamation. 12. By Orders dated 29-8-2002, in addition to the issuance of notices to the Regional Director and Official Liquidator, citation was also ordered to be published in Statesman (English) and Veer Arjun (Hindi). These have been duly carried out. In spite of the advertisement of the notice of these petitions in the newspapers, no one has filed any objection to the grant of sanction to the Scheme. There has also been no appearance before the Court to oppose the prayers contained in the petitions, or to the said Scheme of Amalgamation. 13. In the circumstances narrated above, and having regard to the averments in the petitions and the mate .....

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