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TMI Blog2005 (6) TMI 291X X X X Extracts X X X X X X X X Extracts X X X X ..... ansferor and transferee companies in Company Application Nos. 499 and 500/2005, this Court by its order dated 1-4-2005 dispensed with the convening, holding and conducting of meeting of the shareholders and fix a date for presentation of the company petitions for the purpose of amalgamation for the reasons stated therein. As such now the above Company Petitions are filed. 3. The petitioner/transferor Company Cavin Plastics has its objects to buy, purchase, acquire, reconstruct, erect, sell, lease, take on lease, design, layout, develop, alter, supervise or to do any other work in connection with any structural or architectural work of any kind whatsoever particularly urban design, commercial buildings, exhibitions, structures, housing e ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 2, Cenotaph Road, Chennai-18 and it will be beneficial for both companies, if they are amalgamated since the combination of operations of both will result in greater synergy and co-ordination. The combined entity will have a better net worth which will enable the transferee company to do its business more effectively and also diversify. There will be savings of administrative costs and avoidance of many regulatory compliances. 7. As per the scheme of amalgamation with effect from the effective date, all the undertakings, business, properties, investments, shares, stocks, powers, industrial and other licenses and quota rights, trade marks leases, tenancy rights, benefits of all contracts, deeds, instruments, agreement and all other inter ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... which Cavin Plastics is a party, subsisting or operative immediately on or before the completion of Procedures date shall be in full force and effect against or in favour of Cavinkare as the case may be and may be enforced as fully and as effectively as if Cavinkare thereto instead of Cavin Plastics. All actions and legal proceedings by or against CavinPlastics pending on the completion of procedures date shall be continued and be enforced by or against Cavinkare as the case may be. With effect from the effective date, CavinPlastics shall stand dissolved without being wound up subject to the necessary reports to be made by the Official Liquidator to the High Court of Madras in terms of the second proviso to sub-section (1) of section 394 of ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... to be one and the same. Again the default in not filing certified copy of the order of this Court before the Registrar within 30 days entails penal consequences. Well, when the certified copy of the order sanctioning the scheme by this Court is required to be filed before the Registrar for the purpose of its registration, there is no reason as to why it shall not be treated as notice to the Registrar as envisaged under sections 95 to 97 of the Companies Act. Inasmuch as, as discussed herein above, the object being the same, the necessary changes that are required to be made in the concerned Register by the Registrar of Companies can be effected after receiving the certified copy of the order of this Court sanctioning the scheme. The sancti ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ght about two parallel schemes of arrangements entered into between one company and its members and the other company and its two separate arrangements bind all the members of the companies and the companies when sanctioned by the Court. Amalgamation is, therefore, an absorption of one company into another or merger of both to firm a third, which is not a mere act of the two companies or their members but is brought about by virtue of a statutory instrument and to that extent has statutory genesis and character, and to that extent, it is distinguishable from a mere bilateral arrangement to merge or join in a common endeavour, an undertaking or enterprise . (p. 942) 11. Having regard to the same, the second objection raised by the learned ..... X X X X Extracts X X X X X X X X Extracts X X X X
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