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TMI Blog2011 (3) TMI 1481X X X X Extracts X X X X X X X X Extracts X X X X ..... d by demerger company and resulting company to sanction the scheme of demerger, which is marked as annexure D so as to be binding on all the equity shareholders of the petitioner/demerged company, with effect from April 1, 2010. 2. The petitioner, M/s. KTM Jewellery Limited in C. P. No. 329 of 2010 is the demerger company and the petitioner, M/s. Aathava Garments India Private Limited is the resulting company in C. P. No. 330 of 2010. 3. M/s. KTM Jewellery Limited was originally incorporated on July 14, 2000, vide certificate of incorporation of the company, issued by the Registrar of Companies, Tamil Nadu, Coimbatore. Whereas, the transferee company M/s. Aathava Garments India Private Limited, was originally incorporated on July 10, 20 ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... demerger. The transferor company has no secured creditors, whereas, the transferee company has one secured creditor, i.e. City Union Bank Limited for a sum of Rs. 87,12,030.20 (rupees eighty seven lakhs twelve thousands and thirty and twenty paise only). 6. This court, vide order dated November 30, 2010, dispensed with the meeting of the equity shareholders of the demerged and resulting companies and that no investigation proceedings have been instituted or pending in relation to the demerged and resulting companies nor do the directors of either of the companies have any interest in the scheme, except to the extent of their shareholding in the company. 7. The resulting company has taken over the liability of the demerged company, thus, ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... r arrangement. The incidental objects should be amended to include amalgamation clause. In view of the observations made above, it is prayed that the hon'ble court may take the above submissions into consideration and pass such order or orders as this hon'ble court may deem fit and proper in the circumstances. Dated at Chennai, this the 7th day of February, 2010." 9. The hon'ble High Court of Calcutta, in the case of Marybong Kyel Tea Estate Ltd., In re [1977] 47 Comp Cas 802 has been pleased to lay down as under (page 814) : "Regarding the contention of Mr. Bose that without specific powers in the memorandum or the articles of both the companies and without an application under section 17 of the Companies Act, 1956, for alteratio ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... fic power in the memorandum.' The said principle seems to me also to be applicable in the present case if the objects clause in the memorandum of association of any of the companies is construed as not to specifically empower any of the companies to amalgamate with any other company as there is a statutory power of amalgamation under the said section. I may also refer to an unreported judgment of mine in United Bank of India Ltd.1, which is under appeal, where I have held the same view as I am doing here as to the statutory power to amalgamate without any specific power for amalgamation in the memorandum of association of a company. Therefore, I am unable to accept any of the contentions of Mr. Bose raised on behalf of the Company Law B ..... X X X X Extracts X X X X X X X X Extracts X X X X
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