9911796707
TMI Blog2005 (8) TMI 393X X X X Extracts X X X X X X X X Extracts X X X X ..... dated December 23, 2004 and its registered office is now situated at Gurgaon. This company is, inter alia, engaged in the business of importing, manufacturing, selling; distributing, trading, developing, researching, etc., of aseptic and non-aseptic plastic packaging equipment and machinery and the main objects of this company have been mentioned in the memorandum and articles of association, a copy of which has been attached as annexure P2 with the petition. It is further averred that the authorized share capital of the transferor company is Rs. 15,00,00,000 divided into 15 lakhs equity shares of Rs. 100 each and the issued, subscribed and paid-up capital is Rs. 14,22,67,900 divided into 14,22,679 equity shares of Rs. 100 each. The balance-sheets for the financial year ending March 31, 2002, March 31, 2003 and March 31, 2004, duly audited, have been appended to this petition as annexure P3. 3. The transferee company, however, was incorporated in the State of Delhi and its registered office was also later on transferred to the State of Haryana by the Company Law Board, Northern Bench, New Delhi, by order dated November 30, 1998, passed in Company Petition No. 147/17/ 98 and ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 70 of 2005. This court by order dated May 5, 2005, issued notice to the Regional Director, Northern Region, Department of Company Affairs, Kanpur, and the official liquidator. This court also directed that notice of the instant petition be published in The Tribune, Punjab Kesri (regional language Hindi) and the Haryana Govt. Gazette. The publication as directed by this court has been effected which stands authenticated through the affidavit of publication placed on the record of this case with the copies of publications. 7. In response to notice, Shri U.C. Nahta, Regional Director, Northern- Region, Ministry of Company Affairs, Kanpur, has filed affidavit dated Jury 8, 2005, asserting therein that as per clause 8(a) of Part III of the scheme of amalgamation, all the employees of the transferor company shall become the employees of the transferee company without any break or interruption in their services upon sanctioning of the scheme of amalgamation by this court. However, in para. 4 of the affidavit, an objection has been taken with regard to para. 1 of Part IV of the scheme of amalgamation which is to the following effect: "4.1. It is submitted that the memorandum of ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... read with section 192 of the Act and both the companies have already made a substantial compliance of the said provisions. Lastly, it has also been stated that for the purpose of amending the objects clause of the Act requires filing of Form 23 and the amended copy of the memorandum of association with the Registrar of Companies and this can only be done once the scheme of amalgamation is sanctioned by this court. In support of the aforesaid submissions, counsel appearing for the companies has placed reliance on a decision of the Uttaranchal High Court in Jindal Photo Ltd. , In re [2005] 65 CLA 246, decision of Bombay High Court in PMP Auto Industries Ltd., In re; S. S. Miranda Ltd., In re; Morarjee Goculdas Spg. and Wvg. Co. Ltd., In re [1994] 80 Comp. Cas. 289 , the decision of the Gujarat High Court in Maneckchowk and Ahmedabad Manufacturing Co. Ltd., In re [1970] 40 Comp. Cas. 81 and the decision of the Madras High Court in W. E. Beardsell and Co. Ltd. and Mettur Industries Ltd., In re [1968] 38 Comp. Cas. 197. 9. The official liquidator has also filed his report dated August 17, 2005, and along with the report he has attached copies of minutes of appointment of ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... the benefit of the company. In doing so, if there are any other things which, for effectuation, require a special procedure to be followed except reduction of capital then the court has powers to sanction them while sanctioning the scheme itself. It would not be necessary for the company to resort to other provisions of the Companies Act or to follow other procedures prescribed for bringing about the changes requisites for effectively implementing the scheme which is sanctioned by the court. Not only is section 391 a complete code as held by the courts, but in my view, it is intended to be in the nature of a single window clearance' system to ensure that the parties are not put to avoidable, unnecessary and cumbersome procedure of making repeated applications to the court for various other alterations or changes which might be needed effectively to implement the sanctioned scheme whose overall fairness and feasibility has been judged by the court under section 394 of the Act." 12. The Uttaranchal High Court and the Madras High Courts in the matters of Jindal Photo Ltd., In re [2005] 65 CLA 246 and W. A. Beardsell Co. Ltd. Mettur Industries Ltd., In re [19681 38 Comp. ..... X X X X Extracts X X X X X X X X Extracts X X X X
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