9911796707
TMI Blog2006 (7) TMI 340X X X X Extracts X X X X X X X X Extracts X X X X ..... the Companies Act, 1956, on the Regional Director, Department of Company Affairs, Central Government, which is a necessary party, for obtaining the opinion of the Regional Director and the official liquidator was also asked to submit a report before this Court by the aforesaid date. On 19-5-2006, when the matter was taken up, the Registrar of Companies representing the Regional Director produced a copy of the letter of the Regional Director wherein objections were raised to paragraph 10 of the scheme of amalgamation. The official liquidator has also submitted his report. 3. Mr. D.K. Ray, learned counsel for the petitioner submitted that the objection raised by the Regional Director is not tenable. Objection as made by the Regional Direc ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... on of two companies to form a third is brought about by two parallel schemes of arrangements entered into between one company and its members and the other company and its members and the 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 form 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. 6. The Allahabad Hi ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... Regional Director is not tenable and the Copet No. 14 of 2006, is consequently allowed. The scheme of amalgamation stands confirmed by this Court. The scheme of amalgamation along with the schedules filed by the petitioner forms a part of this order. The transferor-company shall stand dissolved without any order of winding up to be made by the court and the assets and liabilities as per the schedule shall stand transferred to the transferee company with effect from the appointed date given in the scheme. 9. The transferor company shall, within thirty days from today, cause a certified copy of this order to be delivered to the Registrar of Companies for registration and the transferor-company shall stand dissolved as directed above from ..... X X X X Extracts X X X X X X X X Extracts X X X X
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