9911796707
TMI Blog2003 (3) TMI 607X X X X Extracts X X X X X X X X Extracts X X X X ..... f the company is Rs. 1,47,50,000 divided into 1,47,300 equity shares of Rs. 100 each. The issued, subscribed and paid-up capital of the company is Rs. 1,35,00,000 divided into 1,35,000 equity shares of Rs. 100 each. The main object of incorporating the company, as set out in the memorandum of Association annexed to the petition is to carry on the business of purchase and sale of mopeds, scooters, three wheelers, motor-cycles, lorries, bicycles and generally all kinds of vehicles of transport. 3. The petitioner in C.P. No. 151 of 2002 namely, the transferor company was incorporated on 19-1-1994 as Private Limited Company with its registered office at Ramkote, Hyderabad. The authorised capital of the company is Rs. 50,00,000 divided into ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 02 by an order dated 10-10-2002 by this Court. In accordance with the provisions contained in section 391 of the Companies Act, the publication has been ordered to be made in newspapers and has been effected accordingly pursuant to the said orders. In response thereto, no objections whatsoever have been received from any corner for the proposed scheme. The Board of Directors of the transferee company and the Board of Directors of the transferor companies have at their respective meetings held on 5-4-2002 approved the scheme of arrangement. 6. The scheme, inter alia, provides that since the businesses of transferee and transferor companies are complementary to each other, the amalgamation of transferor companies with the transferee com ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... he Companies Act, 1956 and further direct the transferee companies to comply with the requirements under sections 95 and 97 of the Companies Act, 1956 for the enhancement of the authorised capital. 8. The Official Liquidator attached to this Court filed report stating, inter alia, that the affairs of the companies have not been conducted in a manner prejudicial to the interests of the members and to the public interest. 9. As can be seen from the Memorandum and Articles of Association of all the companies, annexed to the petitions, except the shareholders of the transferee and transferor companies, none else is interested or affected by the terms of the scheme of arrangement. The creditors of the transferee company are also not af ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... keep the Registrar informed about the changes and to incorporate the same in the Memorandum or Articles of Association or both of the respective companies. 10. The present scheme of arrangement or amalgamation if it is sanctioned by this Court, the certified copy of the order of this Court is required to be filed before the Registrar within 30 days from the date of the order under sub-section (3) of section 394 of the Companies Act, for the purpose of its registration. The object behind such intimation, which is required under law either under section 95 or under section 97 or under section 394(3) of the Companies Act, appears to be one and the same. Again the default in not filing certified copy of the order of this Court before the Re ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... the considered view that there has been no infraction of the provisions of section 95 or section 97, as the case may be in any manner. I am reinforced in my above view by the judgment of a learned single Judge of this Court in C.P. Nos. 149 and 150 of 2001 dated 4-1-2002. The learned single Judge of this Court extracted a passage from the judgment of Delhi High Court in Telesound India Ltd., In re [1983] 53 Comp. Cas. 926, upon which reliance has been placed. The same passage may be profitably extracted hereunder, thus : "Amalgamation of a company with another or an amalgamation of two companies to form a third is brought about by two parallel schemes of arrangements entered into between one company and its members and the other compan ..... X X X X Extracts X X X X X X X X Extracts X X X X
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