9911796707
TMI Blog2007 (9) TMI 375X X X X Extracts X X X X X X X X Extracts X X X X ..... whose registered office is situated at Bangalore in the State of Karnataka are Transferor Companies. 2. This Court (Coram : M. R. Shah, J.) in Company Application No. 100 of 2007 vide order dated 2-3-2007 had passed the order of dispensation of the meeting of all equity shareholders and unsecured creditors and the declaration was recorded that there are no secured creditors of the applicant Company, who is petitioner herein. 3. The present petition came to be admitted on 13-3-2007 and at the time when the petition was admitted the declaration was recorded that in the cases of the transferor companies seeking sanction of the High Court of Bombay as well as of High Court of Karnataka, appropriate proceedings are taken out. It was also orde ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... Ltd., In re [2008] 142 Comp. Cas. 738 wherein this Court has observed as under : "The first objection pertains to the desire of the Transferee/resulting Company to utilise the authorised capital of the Transferor Company and the insistence is made to increase the authorised capital as per the provisions of sections 94 and 97 read with Schedule 10 of the Companies Act, 1956. 8. I have heard Mr. Pahwa, learned Counsel appearing for all the Companies as well as Mr. Harin P. Raval, learned Assistant Solicitor General of India on the point raised by the Central Government as indicated hereinabove. As such, in view of the decision of this Court (Coram : K.A. Puj, J.) in Company Petition No. 41 of 2005, similar objections by the Central Governm ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... he law. As such, in such matters, even if reasonable view deserves to be taken to the extent of the stamp duty already paid by the Transferee Company as well as the Transferor Company, whose share capital is merged into the capital of the Transferee Company. 11. The attempt on the part of the learned Assistant Solicitor General, Mr. Raval to contend that if there is any statutory provision requiring the payment of stamp duty, may be for second time, cannot be allowed to go away, merely because by agreement, the two companies have resolved to amalgamate, cannot be accepted for the simple reason that as such by statutory fiction once the sanction is granted by this Court, not only the inter se right get affected, but the companies stand amal ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... formed the Court and put on record the letter from the Registrar of Companies of Gujarat dated 21-8-2003 along with the letters of the Regional Director dated 3-7-2003 and 13-8-2003 indicating that the Central Government has made three observations. These observations are with regard to the clauses of the scheme pertaining to the change in the name of the companies. Change in the Object Clause of the Transferee Company and the pending prosecution against the demerged company. 9. I have heard Ms. Swati Saurabh Soparkar, learned advocate for the petitioner companies on these issues. It is submitted by her that the observations pertaining to the clauses of the scheme, it is an accepted position that the scheme under sections 391 and 394 is a ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ct that the demerged company continues to subsist, the pending proceedings would obviously continue in accordance with law. Similar will be the situation in the present case." 9. Therefore, it appears that the objections can be maintained to the extent of filing necessary declaration with the Registrar of Companies, as consequence of sanction granted by the competent Court, including this Court and the scheme becoming effective. Hence, in view of the aforesaid the only direction, which may be required is that the company concerned shall file necessary forms/declarations with the Registrar of Companies for change, if effected for compliance to sections 17, 94/97 and 21 of the Companies Act and further the requisite fees shall also be payabl ..... X X X X Extracts X X X X X X X X Extracts X X X X
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