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TMI Blog2007 (8) TMI 452X X X X Extracts X X X X X X X X Extracts X X X X ..... ce to the statutory provisions of holding of the requisite meeting for considering the scheme of amalgamation. However, vide order dated 2-2-2007 passed by this Court the meeting of the equity shareholders was dispensed with and there were no secured creditors and unsecured creditors in Company Application Nos. 38 and 39 of 2007. Whereas in case of Company Application No. 40 of 2007, the meeting of the equity shareholders and unsecured creditors were dispensed with. It may be recorded that it is on account of the concerned letters produced by the applicant-company therein, the court exercised the power for dispensation of the meeting. 3. Both these petitions came to be admitted on 9-2-2007 and it was ordered to advertise in two daily newsp ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... n record of the company, which would show that the affairs of the companies have been conducted in the manner prejudicial to its members and the public interest. The OL further in view of the remarks of the chartered accountant has opined accord- ingly. Therefore, it appears that it is on account of the remarks made by the chartered accountant in the report that the alleged activities of the company as that of non-banking without the approval of RBI, OL has reported accordingly. Otherwise the affairs of the company are found as not being conducted in the manner prejudicial to its members and/or public interest. No material is placed on record to show that any proceedings are initiated by RBI or the competent authority under the Banking Regu ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... tion accordingly. 6. In response to the notice issued to the Central Government, Mr. P.L. Mallk, Assistant Registrar of Companies has filed his affidavit raising objection based on the communication received by the Registrar of Com-panies vide letter dated 28-3-2007 from the Regional Director, Company Affairs. Concerning the first objection pertaining to the addition of the authorised capital of the Transferor-companies into transferee-company, and for compliance to the provisions of section 94 read with section 97 of the Companies Act, 1956, it appears that as per the affidavit filed by Kanayalal, J. Darji, director and authorised signatory of the petitioning company in company petition No. 33/07, the declaration is made to give up clause ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... at 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 objects clause of the transferee-company and the pending prosecution against the de-merged 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 complete code in itself and considering the principle of single window clearance it ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... d objection in view of the fact that the demerged company continues to subsist, the pending proceedings would obviously continue in accordance with law." (p. 473) 7. Therefore, it appears that in view of the aforesaid position of law, the objections raised on behalf of the Central Government would not come in the way of sanctioning the scheme of amalgamation as no other adverse circumstances are brought to the notice of this Court. 8. Hence, subject to the above observation on the concerned aspects, the present scheme of amalgamation is sanctioned as per the provisions of the Companies Act, save and except the deletion of the clause 9(1) of the Scheme. 9. Petitions are allowed to the aforesaid extent. 10. The fees of the Central Governm ..... X X X X Extracts X X X X X X X X Extracts X X X X
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