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Judgment
Vinod K. Sharma, J.—The company petition is filed by the Transferor Company and Transferee Company to sanction the Scheme of
Amalgamation so as to be binding on all the equity shareholders of each of the Petitioner Companies and on all the shareholders and creditors with
effect from 01.04.2010.
In view of the consent given by all the shareholders of the transferor and transferee companies, this Court Vide order dated 10.02.2011 in C.A.
No. 129 of 2011 dispensed with the convening, holding and conducting of the meeting of the shareholders of the Transferor and Transferee
Companies and permitted the Petitioner companies to file Company petition for sanction of the Scheme of Amalgamation on 24.02.2011.
There are no secured creditors of the Petitioner companies and certificate in proof issued by statutory auditor has been filed with the company
petition.
The third and fourth Petitioners being non banking finance company registered with the Reserve Bank of India have also complied with various
circulars and guidelines issued by the Reserve Bank of India.
It is also the case of the Petitioner that no investigation proceedings u/s 235 to 251 or any other provisions of the Companies Act, 1956, are
pending against the Petitioner companies. The interests of the creditors of each of the Petitioner company are not affected by virtue of the Scheme
of Amalgamation. The unsecured creditors of each of the Petitioner companies will in no way be prejudiced by the Scheme of Amalgamation, as
the liabilities are taken over by the transferee company.
The reading of the Scheme shows that the Scheme of Amalgamation is in the interest of the equity shareholders of the each of the Petitioner
companies and does not prejudiced or affect the interest of the creditors.
On notice, an affidavit has been filed by the Regional Director, Ministry of Corporate affairs, Chennai on behalf of the Central Government, in
terms of provisions of Section 394A of the Companies Act, 1956 raising the following objections:
4 I further submit that as per para 10.2 & 10.3 of the scheme, that with effect from the appointed date and the scheme becoming effective the
authorized share capital of the transferor companies shall be added to the authorized capital of the transferee company and the filing fee already
paid by the Transferor companies on their authorized share capital, shall be deemed to have been so paid by the Transferee company on the
combined authorized share capital. 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.
This objection cannot be sustained in view of the Division Bench judgment of this Court in the case of The Regional Director, Ministry of
Company Affairs and The Registrar of Companies Vs. Cavin Plastics and Chemicals (P) Ltd.,
Consequently, this company petition is ordered. No costs.
The remuneration to the Additional Central Government Standing Counsel is fixed at Rs. 5,000/- (Rupees five thousand only) to be paid by the
Petitioner companies.