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TMI Blog2009 (3) TMI 1085X X X X Extracts X X X X X X X X Extracts X X X X ..... itioner in Company Petition No.2 of 2009 viz. Emmellen Biotech Pharmaceuticals Ltd., the transferee company. 2. The Petitioners are part of the same group. According to the Petitioners, the transferor company has been incurring losses for many years and has been dependent on the transferee company for meeting its financial resources. The reconstruction, it is contended, would benefit the companies and its stakeholders for various reasons including integration of operations, administrative, operative and financial costs and a large asset base and increased capacities with sufficient scope for future expansion of the merged entity. Upon amalgamation the transferee company is to allot the members of the transferor company one fully paid up ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ted. 6. The entire procedure has been complied with. There is no opposition to the scheme being sanctioned by the members and creditors of the companies or from any other person. 7. The Official Liquidator has filed a common affidavit in both the Company Petitions stating that the affairs of the transferor company have been conducted in a proper manner and that the transferor company may therefore be ordered to be dissolved by this Court. 8. The Regional Director has filed an affidavit stating that save and except what is stated in paragraph 6 thereof, the scheme is not prejudicial to the interest of the shareholders and the public. Paragraph 6 reads as under :- 6. That the Deponent further submits that, that from the finan ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... that paragraph 6 of the affidavit of the Regional Director does not give any particulars, in order to be satisfied that the scheme is bona-fide, I requested Mr.Joy, the learned counsel appearing on behalf of the Regional Director to indicate the violations. He submitted that certain loans aggregating about to ₹ 1.2 crores had been granted by the transferee company to certain entities in which some of the directors were interested. The directors have undertaken to make an application for compounding the contraventions. 12. In a given case, depending on the nature or extent of the violation and the purpose of the scheme, sanction thereto may well be denied, if it is found that the scheme itself was to protect such violation of the ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... f the transferee company. Article 41(d) reads as under :- 41(d). The quorum for a meeting of the Board shall be two Directors or one-third of its total strength (any fraction of that one-third rounded as one) whichever is greater, as provided for in Section 287 of the Act. . There were a total six directors of the transferee company at the relevant time. Thus the necessary quorum was only two directors and three directors validly appointed had attended the meeting. 16. Even assuming that the necessary quorum was not there at the said meeting on account of the alleged disqualification of any of the directors, the resolution would be saved by virtue of Section 290 of the Companies Act. In this case too, there is nothing to indic ..... X X X X Extracts X X X X X X X X Extracts X X X X
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