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TMI Blog2006 (8) TMI 310X X X X Extracts X X X X X X X X Extracts X X X X ..... the board resolutions of both the companies. By order dated 19-4-2006, the transferee-company was directed to convene separate meetings of equity shareholders and creditors, and the transferor-company to convene the meeting of its creditors to consider the proposed scheme of amalgamation. By the same order dated 19-4-2006, the meetings of the preference and equity shareholders of the transferor-company were dispensed with on its application annexing therewith the affidavits of consent of each of the shareholders of the company to the proposed scheme. 3. An application filed by a person claiming to be the workman on 24-5-2006 was rejected on 26-5-2006. 4. The Jaypee Greens Ltd., the transferor-company, incorporated on 15-11-1995 has ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... vit dated 6-6-2006. He has verified that the meeting of the equity shareholders of the transferee-company was duly held at the time and place as directed by this court vide order dated 19-4-2006. He has reported that the meeting was attended in person or by proxy by 558 shareholders, in the aggregate holding 8,33,23,215 equity shares of the paid-up value of Rs. 83,32,33,150, thus, representing 43.47 per cent of the total paid-up equity capital of Rs. 1,91,69,94,760. He has further reported that the scheme of amalgamation was approved without any modification by the majority of the equity shareholders present and voting in number and by 99.12 per cent in terms of value. 7. Shri Vivek Chaudhary, chairman for the meeting of the creditors ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... majority of the creditors present and voting in number and by 99.88 per cent, in terms of value. 9. The court is satisfied that the meetings were convened in accordance with the law, and were attended by the requisite quorum fixed by the court and further that the resolutions were passed by the majority of equity shareholders and creditors of the transferee-company and the creditors of the transferor-company. 10. This confirmation petition was directed to be advertised in same newspapers. An affidavit of service is filed by assistant general manager and company secretary of the transferor-company stating that the petition has been duly published on 8-7-2006 in all the three newspapers and that the copies were sent to the Official L ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... try of Company Affairs, NOIDA, has filed his representation/affidavit dated 1-8-2006 under section 394 of the Act. In para 4.1 of the said affidavit, he has raised objection about para 3.12( ii ) of the scheme which provides that the authorised share capital of the scheme which provides that the authorised share capital of the transferor-company shall stand transferred to and combined with the authorised share capital of the transferee-company. His objection is that the authorised share capital of the company can be increased only after following the procedure prescribed under the relevant provisions of the Act and payment of requisite fees to the Registrar of Companies and stamp duty to the State Government. 15. Shri R.P. Agarwal submi ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... e increase of authorised share capital by merger of the authorised capitals of the two companies, an order can be passed under section 391 of the [Companies] Act itself. This has been laid down by the Bombay High Court in the case of Vasant Investment Corporation Ltd. v. Official Liquidator, Colaba Land Mills Co. Ltd. [1981] 51 Comp. Cas. 20 [at p.35/[1980] Tax LR 2079]. The relevant part of the judgment is reproduced below : The whole purpose of section 391 is to reconstitute the company without the company being required to make a number of applications under the [Companies] Act for various alterations which may be required in its memorandum and articles of association for functioning as a reconstituted company under the scheme [ ..... X X X X Extracts X X X X X X X X Extracts X X X X
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