9911796707
TMI Blog2007 (8) TMI 452X X X X Extracts X X X X X X X X Extracts X X X X ..... esent petitions are for sanctioning the scheme of amalgamation. The petitioner of Company Petition No. 33 of 2007 is the transferee-company and the petitioners of Company Petition Nos. 30, 31 and 32 of 2007 are the transferor-companies. The scheme which is proposed to be sanctioned is produced at Annexure C in the petitions. 2. In Company Application Nos. 38, 39 and 40 of 2007 were preferred for compliance to the statutory provisions of holding of the requisite meeting for considering the scheme of amalgamation. However, vide order dated 2-2-2007 passed by this Court the meeting of the equity shareholders was dispensed with and there were no secured creditors and unsecured creditors in Company Application Nos. 38 and 39 of 2007. Where ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... the said reports, the observation appears to have been made that the transferor-company has not carried out the business activities as per the main objects as given in the memorandum of association, but has carried out non-banking activity, without the prior approval of Reserve Bank of India ( RBI ). It is also stated in the said report that as per the chartered accountant, subject to the aforesaid, no material has come on record of the company, which would show that the affairs of the companies have been conducted in the manner prejudicial to its members and the public interest. The OL further in view of the remarks of the chartered accountant has opined accord- ingly. Therefore, it appears that it is on account of the remarks made by the ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... n of this Court in Company Petition No. 10 of 2006 in case of Core Health Ltd., In re [2007] 138 Comp. Cas. 204 2 (Guj.) and more particularly the observations made at para 32. Hence, subject to the aforesaid observations, as the opinion of the OL is that the affairs of the companies are not being conducted in the manner prejudicial to its members or public interest, it appears that the scheme can further be considered for sanction accordingly. 6. In response to the notice issued to the Central Government, Mr. P.L. Mallk, Assistant Registrar of Companies has filed his affidavit raising objection based on the communication received by the Registrar of Com-panies vide letter dated 28-3-2007 from the Regional Director, Company Affairs ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... m Industries Ltd., In re [2006] 129 Comp. Cas. 471, wherein this Court by relying upon the other decision of the Bombay High Court and also of this Court, observed as under : "8. Notice of the petitions has been served upon the Central Government and Ms. P.J. Davawala, additional standing counsel appearing for the Central Government. Ms. Davawala has informed the court and put on record the letter from the Registrar of Companies of Gujarat dated 21-8-2003 along with the letters of the Regional Director dated 3-7-2003 and 13-8-2003 indicating that the Central Government has made three observations. These observations are with regard to the clauses of the scheme pertaining to the change in the name of the companies, change in the objects c ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 0 Comp. Cas. 289 , the scheme proceeding under sections 391-394 give single window clearance and there is no reason to insist for a separate formality to be followed for change in the name or the object clause of the memorandum of association of the resulting company. However, the petitioner-companies are directed to file necessary forms as prescribed under law in the office of the Registrar of Companies to place on record these changes. As to the 3rd objection in view of the fact that the demerged company continues to subsist, the pending proceedings would obviously continue in accordance with law." (p. 473) 7. Therefore, it appears that in view of the aforesaid position of law, the objections raised on behalf of the Central Governme ..... X X X X Extracts X X X X X X X X Extracts X X X X
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