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TMI Blog2011 (3) TMI 1481X X X X Extracts X X X X X X X X Extracts X X X X ..... the resulting company in C. P. No. 330 of 2010. 3. M/s. KTM Jewellery Limited was originally incorporated on July 14, 2000, vide certificate of incorporation of the company, issued by the Registrar of Companies, Tamil Nadu, Coimbatore. Whereas, the transferee company M/s. Aathava Garments India Private Limited, was originally incorporated on July 10, 2006, vide certificate of incorporation of the company, issued by the Registrar of Companies, Tamil Nadu, Coimbatore. 4. The authorised share of both the companies and the business of demerger as well as resulting companies are set out. The main object of demerger company was to carry on all or any of the business of goldsmiths, silversmiths, jewellers, gem and diamond merchants and of manufa ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... nies and that no investigation proceedings have been instituted or pending in relation to the demerged and resulting companies nor do the directors of either of the companies have any interest in the scheme, except to the extent of their shareholding in the company. 7. The resulting company has taken over the liability of the demerged company, thus, the interest of secured creditor is not likely to be prejudiced. Notice of company petitions in C. P. Nos. 329 and 330 of 2010 was served. 8. The Regional Director, Southern Region, Ministry of Corporate Affairs, Chennai submitted his report as under : "I, K. Pandian, s/o. Shri S. Krishnan, Indian, Hindu, aged about 58 years having my office at Shastri Bhavan, Vth Floor, 26, Haddows Road, Che ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ta, in the case of Marybong & Kyel Tea Estate Ltd., In re [1977] 47 Comp Cas 802 has been pleased to lay down as under (page 814) : "Regarding the contention of Mr. Bose that without specific powers in the memorandum or the articles of both the companies and without an application under section 17 of the Companies Act, 1956, for alteration of the objects clause of the memorandum of the companies by incorporating powers to amalgamate, the scheme for amalgamation in this case cannot be sanctioned. I am unable to accept the same. Firstly, after going through the objects clauses, it appears that the company has powers to amalgamate ; secondly, the transferor company is an English company and no confirmation by court as required under section 1 ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... nited Bank of India Ltd.1, which is under appeal, where I have held the same view as I am doing here as to the statutory power to amalgamate without any specific power for amalgamation in the memorandum of association of a company. Therefore, I am unable to accept any of the contentions of Mr. Bose raised on behalf of the Company Law Board and I accept the contention of S. B. Mukherjee for the petitioners." 10. Thus, in view of law laid down by the Calcutta High Court, mere fact, that the memorandum of association of the demerged or transferor company does not have enabling provision for arrangement, cannot be the ground to refuse sanction. There is no objection from the secured creditor, i.e. City Union Bank Limited. After going through ..... X X X X Extracts X X X X X X X X Extracts X X X X
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