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TMI Blog2005 (10) TMI 287X X X X Extracts X X X X X X X X Extracts X X X X ..... which has been annexed to the company petition as annexure 1. 2. By order dated 24-3-2005, in Company Application No. 4 of 2005, filed on 2-2-2005, both the companies were directed to convene separate meetings of their equity shareholders to consider the scheme of amalgamation, meetings of creditors were not required as the two companies had no creditors. Sri Vikash Chandra Tripathi, advocate was appointed as the chairman and Sri Rajiv Gupta; advocate, as alternate chairman for the said meetings. The notices of the meetings, besides despatch by post under certificate of posting, were also required to be published in Hindustan Times (English daily published from Lucknow), Economic Times (English daily published from New Delhi) and Dainik J ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... o the meetings. 5. The director of the petitioner companies, has filed his affidavit dated 8-9-2005 (filed on 13-9-2005), confirming that the notices of the petition have been duly served on the Official Liquidator and the Regional Director and have been published on 1-9-2005, in all the three news papers, namely, Dainik Jagaran, Hindustan Times and Economic Times. Copies of newspapers and acknowledgements of the Official Liquidator and the Regional Director have been filed with the said affidavit. Another affidavit has been filed by the director of the petitioner companies on 13-9-2005, annexing thereto the original documents pertaining to the meetings of the transferee and the transferor companies. 6. The Official Liquidator has filed h ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... company by addition of authorised capital of the transferor company. 9. As regards the other objection made by the Regional Director in paragraph 5.2 of his affidavit, Sri R.P. Agarwal has pointed out that identical objection was taken by the Regional Director in Company Petition No. 17 of 2005 in Juggilal Kamlapat Holding Ltd., In re [2006] 132 Comp. Cas. 2371 (All.). He placed a copy of the order dated 22-8-2005, passed by this Court in the said petition by which the objection of the Regional Director was overruled relying on an earlier judgment of this Court in Jaypee Cement Ltd., In re [2004] 122 Comp. Cas. 854 2. In which it was held as follows : "The second objection of the Central Government is with regard to another condition men ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... cations under the Companies Act for various alterations which may be required in its memorandum and articles of association for functioning as a reconstituted company under the scheme [vide Maneckchowk and Ahmedabad Manufacturing Co. Ltd., In re [1970] 40 Comp. Cas. 819 (Guj.)]. The company is, therefore, not required to make a separate application under the Companies Act for alteration of its memorandum of association to show the new share capital. Such an alteration can be sanctioned under the scheme itself. . . .' (p. 35) A similar view has been taken by the Bombay High Court in the case of PMP Auto Industries Ltd., In re [1994] 80 Comp. Cas. 289 (at pages 295, 296) and by the Gujarat High Court in the case of Maneckchowk and Ahmedabad ..... X X X X Extracts X X X X X X X X Extracts X X X X
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