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TMI Blog2006 (6) TMI 207X X X X Extracts X X X X X X X X Extracts X X X X ..... et out in the Memorandum of Association is to establish poultry farms, hatcheries and to engage in the purchase, manufacture and sale of poultry outputs and to carry on the business of the agents, dealers, distributors, importers and/or exporters of poultry farm related products. 3. It is stated that the Board of Directors of the transferor company and the transferee company, in the resolutions passed on 23-12-2005, approved the scheme of amalgamation of the transferor company, the petitioner in C.P. No. 58 of 2006, with the transferee company, the petitioner in C.P. No. 59 of 2006. The resolutions passed by the transferor and transferee companies are marked as annuxures 7 and 8, respectively. 4. It is stated that the transferee com ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... r company would become staff, workmen and employees of the transferee company on the existing conditions of service. Thus, the service shall be continuous and terms and conditions applicable to the staff, workmen and employees of the transferor company shall not, in any way, less favourable than those applicable to the transferee company. 6. It is further stated that in clause 10.7 of the scheme that the existing ratio shall be worked out as follows : "10.7.1 Upon the scheme becoming finally effective, in consideration of the transfer and vesting of the undertaking of the transferor company in the transferee company in terms of this scheme, the transferee company shall, subject to the provisions of this scheme and without any further ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... e certificates in relation to the shares held by them in the transferor company shall be deemed to have been cancelled." 7. It is further stated that the transferee company, the petitioner in C.P. No. 58 of 2006, shall apply and obtain requisite consent or approval of the Reserve Bank of India and other statutory bodies for the issue and allotment of the equity shares of the transferee company to the respective members of the transferor company. It is also stated that on the scheme being sanctioned by the High Court, the transferor company shall stand dissolved without winding up. 8. It is stated that by order dated 7-3-2006 in C.A. No. 282 of 2006, taking note of the consent affidavits of the shareholders, this Court dispensed with ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... date the shares to be allotted to the shareholders of the transferor company as contemplated in clause 12.1 of the scheme; subject to the same, the scheme be considered for approval. It is further stated that clause 6 of the scheme contemplates the combining of the authorized capital of the transferee company which is not tenable on the ground that the authorized capital of a company is notional limit upto which a company can increase its paid up capital. Further the transferor and transferee companies have separate legal entities. The transferor company on amalgamation would be dissolved. Hence, on account of scheme of amalgamation, if the transferee company increases its authorized capital, it has to comply with the provisions of sections ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... lars, this objection is also overruled. 16. Under the circumstances, there are no merits in the objections raised to stand in the way of granting of approval to the scheme. The scheme protects the interest of the employees of the transferor-company and, thus, the interests of the employees are taken care of. There is no objectionable feature in the scheme of amalgamation which is detrimen-tal either to the employees of the transferor company or the transferee company. The said scheme is not violative of any statutory provisions. The scheme is fair, just, sound and is not against any public policy or public interest. All statutory provisions were complied with. 17. Hence, the scheme of amalgamation between the transferor company, the ..... X X X X Extracts X X X X X X X X Extracts X X X X
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