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TMI Blog2012 (8) TMI 502X X X X Extracts X X X X X X X X Extracts X X X X ..... - - Dated:- 9-9-2011 - Aravind Kumar, J A. Murali for the Petitioner K.S. Mahadevan and N. V. Jayaraman for the OL A.V. Vijay, CGC for the ROC JUDGEMENT Aravind Kumar:- Heard Sri Arjun, learned advocate for the petitioner, Sri A. V. Vijay, learned counsel appearing for the Regional Director for Company Affairs, Sri K. S. Mahadevan for the official liquidator. These company petitions are filed under the provision of sections 391 to 394 of the Companies Act, 1956 for approval of the scheme of arrangement entered into between Reconnex India P. Ltd. (transferor company No. 1), M/s. Solidcore Techsoft System India P. Ltd. (transferor company No. 2) and McAfee Software (India) P. Ltd. (transferee company). The transferor com ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... that the affairs of the transferor companies are not conducted in any manner prejudicial to the interests of the shareholders or to the public. Hence, the said report is accepted. The Regional Director through the Registrar of Companies has filed an affidavit with the following observation/queries/objections, which reads as under:- "(i) Clause 8 of the scheme provides for dissolution of the transferor companies without winding up. However, the petitions pertaining to both the transferor companies do not have a specific prayer for their dissolution. (ii) The memorandum of association of the transferor companies have the enabling provision for amalgamation. However, the memorandum of association of the transferee company does not have a ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... aid observation is being kept in mind while considering the claim of the petitioner and the same is being answered in the succeeding paragraphs. In so far as observation No. 2 which is to the effect that there is no enabling provision for amalgamation in the memorandum of association of the transferee company it is stated in the reply affidavit that under similar circumstances this court in the case of Sun Micro Systems India P. Ltd. in C. P. No. 27 of 2008 and C. P. No. 28 of 2008 by order dated January 9, 2009, has held such observation would not be a relevant factor for not sanctioning the scheme. Even otherwise the power of this court under sections 391 to 394 is not circumscribed by a clause in the articles of association and this cour ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... d the FEM Regulations while issuing shares to the shareholders of the transferor companies." Regarding observation No. 3 the managing director of the transferee company has stated that it is carrying on business permitted under automatic route of the FEM Regulations and it also undertakes to make necessary reporting in compliance with the applicable provisions of the FEMA and the FEM Regulations while issuing shares to the shareholders of the transferor companies. In view of the said undertaking given by the managing director of the transferee company the observation made by the Registrar of Companies stands complied with. The Registrar of Companies has observed as No. 4 that the authorised capital of the transferee company is already i ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ng in compliance with applicable provisions of the Companies Act, 1956." Thus, query No. 4 of the Regional Director raised through the Registrar of Companies also stands complied with. From the material on record it is clear that the scheme of arrangement being fair and reasonable and all statutory provisions have been complied with and it is not adverse to public policy, and pursuant to the order passed by this court, public notice has been taken out by the petitioners in the newspapers and none have appeared to oppose the scheme of amalgamation, the same is required to be approved. The official liquidator has also filed a report stating that the transferor companies have not conducted their business prejudicial to the interest of its ..... X X X X Extracts X X X X X X X X Extracts X X X X
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