9911796707
TMI Blog2005 (7) TMI 355X X X X Extracts X X X X X X X X Extracts X X X X ..... 00,00,000 (rupees two crores only) divided into 20,00,000 equity shares of Rs. 10 each, while issued, subscribed and paid-up share capital of Rs. 1,23,08,270 (rupees one crore twenty-three lakhs eight thousand two hundred and seventy only) divided into 12,30,827 equity shares of Rs. 10 each fully paid- up. 5. The latest audited balance sheet, Annexure C, made up to March 31, 2004, duly certified by the auditors of the transferee-company discloses its assets and liabilities. The board of directors of the transferee-company approved and adopted the scheme of amalgamation, Annexure A, whereunder M/s. Hind High Vacuum Company Private Limited, a company incorporated on April 9, 1965, under the Act ( the transferor-company ) having its registered office at Site No. 17, Phase 1, Peenya Industrial Area, Bangalore-58 is proposed to be merged with the transferee-company subject to confirmation by this Court. The vacuum system and pumps division of the transferor-company was demerged and taken over by the transferee-company under a scheme of arrangement, which received the sanction of this Court by order dated July 2, 2002, in Company Petition Nos. 16 and 17 of 2002. The transferee-compan ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... t for. The Chairman s report, Annexure G discloses that the meetings of both the shareholders and creditors were held on the scheduled dates in compliance with the orders of this Court and that all the shareholders and the creditors who attended the meetings unanimously approved the scheme of amalgamation, Annexure A. 12. Both these petitions were admitted and notices ordered on the Regional Director of Company Affairs, Chennai, while in Co. P. No. 16 of 2005, notice, in addition, was ordered on the Official Liquidator. At the request of the Official Liquidator, in his report in OLR No. 106 of 2005, this Court appointed M/s. Arun Kumar, Chartered Accountant, who in compliance with the order filed his report on March 29, 2005 opining that the affairs of the transferor-company have not been conducted in a manner prejudicial to the interest of the public, shareholders or creditors. The Official Liquidator has filed OLR No. 452 of 2005 stating that it has no objection for the sanction of the scheme of amalgamation. 13. The Regional Director of Company Affairs filed his report dated June 16, 2005, stating that the objects of the transferor-company do not contain any enabling pro ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... editors, employees or any other person have appeared before this Court to oppose the scheme of amalgamation. The report of the Official Liquidator discloses that he has no objection for according sanction. 16. Insofar as the objections raised by the Regional Director of Company Affairs is concerned, Sri Rajaram, learned Central Government counsel, submits that without specific power in the objects clause in the memorandum of association of the transferor-company and without an application under section 17 of the Act, to amend the objects clause to incorporate the terms of amalgamation, the scheme (Annexure A) cannot be sanctioned. 17. Per contra , learned counsel for the petitioners points out to clause 32 of the memorandum of association, Annexure B, of the transferor-company to contend that though the word "amalgamation" is not specifically stated therein, but the contents of the said clause does provide for disposal of the undertakings of the company, which includes amalgamation. In addition, learned counsel submits that under section 394(1)( iv ) of the Act, empowers the Court to pass an order of dissolution, at the time of sanctioning a scheme of amalgamation of the t ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... malgamate and merge into one, the transferor-company loses its entity as it ceases to have its business. However, their respective rights or liabilities are determined under the scheme of amalgamation. .." (pp. 282-283) 20. Section 17 of the Act, is an aid to companies seeking amalgamation in terms of the scheme. Sections 391 to 394 in Chapter V of the Act are of very wide amplitude so as to take into their fold compromise or arrangement including unconstruction. The Legislature in its wisdom provided for such wide range of power to be exercised by this Court, since in matters of amalgamation conducive to the interest of shareholders, there should be no fetters. In short, the power of the companies to amalgamate may flow either from the objects in their memorandum or may be acquired by resort to sections 391 to 394 of the Act. 21. The contentions of Sri Raja Ram, must necessarily fail, since in the first place, clause 32, of the memorandum of association sufficiently provides for reconstruction or amalgamation. Applying the meaning of the term "amalgamation" as observed by the Supreme Court in Saraswati Industrial Syndicate Ltd. s case ( supra ), the object clause No. 32 ..... X X X X Extracts X X X X X X X X Extracts X X X X
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