TMI Blog2011 (4) TMI 1201X X X X Extracts X X X X X X X X Extracts X X X X ..... e across any act of misfeasance by the directors, which would attract the provision of sections 542/543 of the Companies Act, 1956. Nor the affairs of the transferor company have been conducted in a manner prejudicial to the interest of its members or public interest. There is no objection by the official liquidator to the scheme and the scheme be beneficial to the company and its members. Consequently, the company petition is conditionally ordered, subject to sanctioning of the scheme of amalgamation by the Hon'ble Calcutta High Court, on the petition filed or to be filed by the transferee company. - COMPANY PETITION NO. 54 OF 2011 - - - Dated:- 27-4-2011 - VINOD K. SHARMA, J. A.R. Ramanathan and V. Kadhirvelu for the Pet ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... d Industries Limited, subject to confirmation by this court and the Hon'ble High Court of Calcutta, within whose jurisdiction the registered office of the petitioner company and the transferee company is situated. Under the scheme of amalgamation, the entire undertaking of the transferor company would stand transferred to and vested in the transferee company from the appointed dated, i.e. , 1 April, 2009. 5. The transferee company was incorporated on 10 March, 1897, under the provisions of the Indian Companies Act, 1882, under the name and style of The Kingsley-Golaghat-Assam Tea Company Limited in the State of West Bengal. The name of the transferee company was subsequently changed to Kothari Phytochemicals and Industries Limited, vi ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... , man-power and cash flows of both the companies. The combined resources of the amalgamated company will enhance its capability to face competition in the market place more effectively. ( i ) With the enhanced capabilities and resources at its disposal, the amalgamated company will have greater flexibility to market and meet consumer needs and compete more effectively. ( j ) A larger growing company will mean enhanced financial and growth prospects for the people and organizations connected with the company and will be in public interest." 7. Under the scheme becoming fully effective, the shareholders of the transferor company are to be allotted on a proportionate basis, one equity share of Rs. 10 each of the transferee company cred ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... itialled by the chairman of the Meeting for the purpose of identification, be and is hereby approved. Resolved further that the board of directors of the company and any person authorized by the board of directors, be and are hereby severally authorized to take all such steps as may be necessary and/or desirable and do all such acts, deeds, things and matters as may be considered necessary to give effect to the aforesaid scheme of amalgamation and this resolution and to accept such alternations, modifications and/or conditions, if any, which may be proposed, required or imposed by the Hon'ble High Court of judicature at Madras and Hon'ble High Court of Judicature at Calcutta while sanctioning the said scheme." 11 . The petitioner has a ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... al. The above proposal is not acceptable and the transferee company is required to comply with the requirements of section 97 of the Act by filing Form No. 5 by remitting the required registration fees for the increased authorized capital." 14 . This objection cannot be sustained, in view of the law, laid down by the Hon'ble division bench of this court, in the case of Regional Director, Ministry of Co. Affairs v. Cavin Plastics and Chemicals (P.) Ltd. [2008] 141 Comp. Cas. 475/ 85 SCL 30 (Mad.), wherein, this court held as under: "Held, dismissing the appeal, that the issue was not whether the fee which was already paid by the transferor company would automatically be transferred to the transferee company. But, what was intended b ..... X X X X Extracts X X X X X X X X Extracts X X X X
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