9911796707
TMI Blog2006 (4) TMI 544X X X X Extracts X X X X X X X X Extracts X X X X ..... companies. The petitioner is an Indian company registered and incorporated under the Companies Act, 1956, having its registered office in India. The objects of petitioner are to carry on business in India and abroad and the main objects are set out in paragraph 4 of this petition. The share capital structure is mentioned in paragraph 5 with a copy of the latest balance-sheet annexed to the petition. 4. It is not in dispute that the first amalgamating company, the first transferor company and second transferor company are carrying on business and registered as companies outside India and more particularly under the laws of Mauritius. Their capital structure is also referred to. It is proposed to amalgamate these companies into the petitio ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... Mauritius Companies Act, 2001. 5. The Regional Director has filed an affidavit and Mr. Joy appearing for him canvasses before me three submissions. The first contention is that the three transferor companies are registered outside India and no Indian court has jurisdiction over them; sections in the Indian Companies Act are silent about involvement of a foreign company; the second and third transferor companies have no authority to merge and as far as provisions in the Mauritius laws, it is not known whether the same envisages amalgamation and vesting of companies properties and assets, more so, with companies outside Mauritius. 6. He places reliance upon Section 390 of the Companies Act and the definition of the term ' company ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... es my attention to the scheme and more particularly parts V and VI thereof. In his submission, the scheme is conditional upon the first amalgamating company, the second and third amalgamating companies obtaining necessary permissions and sanctions from the authority/court under the laws prevailing in Mauritius. Therefore, according to him, it is not as if this Court sanctions the scheme, it takes effect immediately. It must necessarily take effect upon compliance of the conditions in parts V and VI. 10. In my view, there is considerable substance in these contentions. The term body corporate and the term company appearing in Section 390(a) of the Companies Act present no situation of conflict. It is not as if a company which can be w ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... several conditions and conditions include applications to be made under the laws prevalent in Mauritius to appropriate authorities/court, seeking their sanction and permission. Therefore, this petition can be granted and the scheme could be sanctioned as presented by the transferee company to this Court subject to compliance with parts V and VI of the scheme annexed to this petition. In other words, the scheme would come into effect and operative upon compliance with these conditions alone. 13. In the light of the undertaking and statement that all compliance with the Indian laws, including the Reserve Bank of India Regulations would be made, the third objection also does not survive. It is not the case of the Regional Director that by ..... X X X X Extracts X X X X X X X X Extracts X X X X
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