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TMI Blog2005 (8) TMI 379X X X X Extracts X X X X X X X X Extracts X X X X ..... d to as the transferor-company No. 1 ) and Kanpur Investments Ltd., having its registered office at Kamla Tower, Kanpur-208001 (hereinafter also referred to as the transferor-company No. 2 ) to approve the scheme of amalgamation for the amalgamation of the transferor-company No. 1 (J.K. Investment Ltd.) and the transferor-company No. 2 (Kanpur Investments Ltd.) with the transferee-company (Juggilal Kamlapat Holding Ltd.). 2. Upon hearing the company petition this Court by its order dated 23-5-2005 directed to advertise the petition - in Hindustan Times published from Lucknow, Times of India published from New Delhi and Dainik Jagaran in Hindi Kanpur Nagar. 3. The office reports that the advertisement have been carried ou ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... -8-2003. In his report he submits that the Company Secretary and the auditor of the company attended his office on 9-8-2003 and produced their relevant books of account for scrutiny under section 394 of the Companies Act, 1956. The statutory references were found to be in order. The Official Liquidator, however, objected that in all the meetings, Sri Anil Kamthan was shown as Company Secretary whereas he is also one of the directors on the board of the company. He got an assurance that both the designation as director and Company Secretary will be disclosed in the meetings in future. No other discrepancies were found in the opinion of the Official Liquidator. The scrutiny of books and papers of transferor-company shows that its affairs have ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... . The equity shareholders of all the companies have passed the resolution to approve the scheme and as such, requirement of section 97 have been complied with. He has also relied upon a judgment of this Court in Jaypee Cement Ltd., In re (2004) 122 Comp. Cas. 854 1 in which it was held as follows : "The second objection of the Central Government is with regard to another condition mentioned in para 4.03( ii ) of the scheme which provides that upon the merger-authorised share capital of JPI shall stand combined with the authorised share capital of JPC. According to the Regional Director, this amounts to increase of the authorised capital of JPC, which cannot be done without paying the requisite fee/stamp duty to the Government. In reply ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... Companies Act for alternation of its memorandum of association to show the new share capital. Such an alteration can be sanctioned under the scheme itself. A similar view has been taken by the Bombay High Court in the case of PMP Auto Industries Ltd., In re [1994] 80 Comp. Cas. 289 (Bom.) (at pages 295, 296) and by the Gujarat High Court in the case of Maneckchowk Ahmedabad Mfg. Co. Ltd., In re [1970] 40 Comp. Cas. 819 (Guj.) (at page 854). Therefore, both the objections of the Regional Director, Northern Region, Department of Company Affairs, Kanpur, are overruled." (p. 874) 10. In view of the aforesaid legal position, the objection of the Regional Director is not tenable and I hold that since the combined authorised capita ..... X X X X Extracts X X X X X X X X Extracts X X X X
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