9911796707
TMI Blog2007 (12) TMI 292X X X X Extracts X X X X X X X X Extracts X X X X ..... J. Sudhir M. Mehta for the Petitioner. Harin P. Raval for the Respondent. JUDGMENT 1. These are the petitions filed by four petitioner-companies for sanction of the scheme of arrangement in the nature of amalgamation of Aayush Multilink (P.) Ltd., LNP Financial Services (P.) Ltd. and Shree Saibaba Finsec (P.) Ltd., the transferor-companies with Aegis Healthcare (P.) Ltd., the transferee-company under section 391 read with section 394 of the Companies Act, 1956 ( the Act ). All the petitioner-companies belong to the same group of management. 2. The transferor-companies and the transferee-company belong to the same group of management and are engaged in a similar line of commercial activities in the related sector. ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... etings of equity shareholders and unsecured creditors were dispensed with in view of the written consent letters placed on record. There are no secured creditors and certificate of the chartered accountant for such purpose was produced on the record of the company application. 5. In the same manner, vide order dated 2-8-2007, passed in Company Application No. 322 of 2007 in LNP Financial Services (P.) Ltd., In re, the transferor-company, meetings of equity shareholders and unsecured creditors were dispensed with in view of the written consent letters placed on record. There are no secured creditors and certificate of the chartered accountant for such purpose was produced on the record of the company application. 6. In the same m ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... -12-2007, it is observed that the affairs of the company have not been conducted in a manner prejudicial to the interest of their members or to the public interest. 9. Notices of the petitions have been served upon the Central Government and Shri Harin P. Raval, learned Assistant Solicitor General appears for the Central Government. A common affidavit was filed by Shri P.L. Malik, Assistant Registrar of Companies, from the office of the Registrar of Companies ( RoC ), Ahmedabad dated 31-10-2007, in Company Petition Nos. 167 to 170 of 2007, wherein certain observations are made by the Regional Director. A further affidavit is filed by Mr. R.K. Dalmia, Deputy RoC from the office of the RoC, Ahmedabad. An additional affidavit is filed by M ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... e code in itself. A scheme of arrangement/amalgamation falls squarely within the four corners of the said section. The scheme of arrangement/amalgamation can be sanctioned even if it involves doing acts for which the procedure is specified in other sections of the Act. It is also stated that on the issue of payment of stamp charges/registration fees, it has been held by various High Courts that since the transferor-company has already paid due registration fees at the relevant point of time, it is not necessary for the transferee-company to pay the same fees/charges again on amalgamation of transferor-company with the transferee-company. It is permissible and not necessary to follow the procedure under section 94/97 of the Act, read with se ..... X X X X Extracts X X X X X X X X Extracts X X X X
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