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TMI Blog2004 (7) TMI 361X X X X Extracts X X X X X X X X Extracts X X X X ..... 1 of the Companies Act seeking dispensing with the requirement of convening and holding of the meeting of the equity shareholders and creditors of the applicant companies for the purpose of considering and approving the proposed scheme of amalgamation with Fusebase Eltoro (P.) Ltd. (Transferee Company). This was allowed vide order dated 5th March, 2004. It was noted in the said order as under : "The registered office of the applicant-Transferor companies A to E as well as Transferee Company is situated at 241, Okhla Industrial Estate Phase-III, New Delhi-110 020, which is within the territorial jurisdiction of this Court. The petition is accompanied with copy of Scheme of Amalgamation; Memorandum and Articles of Association; Resolutio ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... pany would have a strong position. ( ii )The amalgamation would also bring the integration of the management activities and would reduce the overall administrative and other costs. 4. The salient features of the Scheme of Amalgamation are also mentioned in detail. It is pointed out that the proposed Scheme is not intended in any manner to give any beneficial effect or any material interest to any person who is/are for the time being directors of the applicant companies and the Scheme would be in the best interest of all the applicants, their shareholders and creditors. It is also stated that no investigation or proceedings are pending against the applicants under sections 235 to 251 of the Companies Act. 5. Notice of this petition ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... relevant provi- sions of the Companies Act and on payment of fees to the Registrar of Companies and stamp duty to the State Government and thus, para 2.9 of Part II of the Scheme of Amalgamation should not be allowed. This contention is ill founded. In case of a merger like this where it is provided that the share capital of the transferor companies become the authorised capital of the transferee company, no such payment of fee to the Registrar of Companies or stamp duty to the State Government is payable. This issue is no more res integra and stands settled by series of judgments of various High Courts, including the judgment of this Court in the case of Telesound India Ltd. In re [1983] 53 Comp. Cas. 926 . In a recent judgment announ ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... parties individually and volitionally. The scheme upon being sanctioned by this Court, it becomes operational by virtue of the orders passed by this Court. In other words, by operation of law, such changes would come into effect. Therefore, it has statutory genesis and statutory character, but not mere individual acts of the companies. In that view of the matter, no separate notice informing the Registrar under section 95 or 97 of the Companies Act need be given, unlike the other cases which do not requires the sanctions of the Court, in my considered view, inasmuch as the scheme is required to be sanctioned by this Court and such sanction is required to be registered with the Registrar of Companies by filing the certified copy of the orde ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... jection as to the cancellation of equity investment, the scheme shall be suitably modified by making it conditional by incorporating this objection." (p. 685) 7. In the aforesaid circumstances and having regard to the averments made in this petition and the materials placed on record and the affidavits filed by the Regional Director, Department of Company Affairs, Kanpur, and the Official Liquidator, I am satisfied that the prayers made in the petition deserve to be allowed but subject to fulfilling the condition of enhancing the authorised capital after following the procedure under the Companies Act. I also do not find any legal impediment to the grant of sanction to the Scheme of Amalgamation. Hence, sanction is hereby granted to the ..... X X X X Extracts X X X X X X X X Extracts X X X X
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