9911796707
TMI Blog2002 (12) TMI 493X X X X Extracts X X X X X X X X Extracts X X X X ..... lutions Private Limited (Transferee Company). 2. The Petitioners have placed on record copies of the Scheme of Amalgamation. The objects and salient features of the Scheme and the circumstances necessitating the amalgamation of the abovesaid companies have been explained in the petitions. I find no reason to disagree with the expectations of the Petitioner Companies. 3. The Registered Office of all the abovesaid Transferor Companies and of the 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. 4. The Board of Directors of the Transferor Companies 1 to 3 and of the Transferee Company have passed their respecti ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... t may be acquired by resorting to the statute which confers a right on a company to alter its memorandum 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 Estates 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, ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... senior counsel appearing on behalf of the petitioner undertakes that the Income Tax shall be paid individually or severally by all the abovesaid Transferor Companies, Transferee Company or the Trust. Subject to the above undertaking, this Objection of the Regional Director is also overruled. There being no other objection, the Scheme is hereby sanctioned subject to the undertaking given by learned senior counsel appearing on behalf of all the abovesaid petitioner companies. 9. The Official Liquidator attached to this Court, pursuant to notice issued to him, has also recorded his no object to the scheme of amalgamation in respect of Transferor Companies 1 to 3 and the Transferee Company, in terms of his Report. 10. Vide Orders of t ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... the materials placed on record, and after consideration of the respective Reports of the Regional Director and Official Liquidator, I am satisfied that the prayers in the petitions deserve to be allowed. I do not find any legal impediment to the grant of the sanction to the Scheme of Amalgamation. Hence the sanction is hereby granted to the above mentioned Scheme of Amalgamation under sections 391 to 394 of the Companies Act, 1956. Consequent to the amalgamation of the Companies, which will be deemed to have taken effect from the appointed date, the Transferor Companies 1 to 3, having amalgamated with the Transferee Company shall stand dissolved without the process of winding up. 13. Petitions stand disposed of in the above terms. - ..... X X X X Extracts X X X X X X X X Extracts X X X X
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