Court approves Amalgamation Scheme without specific powers in Memorandum

The Court granted sanction to the Scheme of Amalgamation of three companies under sections 391 to 394 of the Companies Act. The objections raised by the Regional Director regarding the need for an amendment in the Memorandum of one company were overruled. Precedents from the Calcutta High Court and the Bombay High Court supported the view that specific amalgamation powers in the Memorandum are not necessary for amalgamation under these sections. With no pending investigations, no objections, and approvals from the Regional Director and Official Liquidator, the Court approved the Scheme, leading to the dissolution of the Transferor Companies without winding up.

---

---

Issues:
Petitions filed under sections 391 to 394 of the Companies Act for the sanction of the Scheme of Amalgamation of three companies.

Analysis:
The judgment pertains to petitions filed seeking approval for the Scheme of Amalgamation of three companies under sections 391 to 394 of the Companies Act. The Registered Offices of all companies are in New Delhi. The Board of Directors of the companies have approved the Scheme. The petitions explain the objects and circumstances necessitating the amalgamation, which have been found acceptable. Balance Sheets and Resolutions of the companies have been submitted. No investigations are pending against the companies. The Regional Director has issued a No Objection report for two companies but raised an objection for the third company, stating the need for an amendment in its Memorandum to include the power to amalgamate. However, the petitioner argues that previous judgments have established that such power is not a prerequisite for amalgamation under sections 391 to 394 of the Companies Act.

The judgment cites precedents from the Calcutta High Court and the Bombay High Court, which support the view that the power to amalgamate need not be explicitly stated in the Memorandum of a company to proceed with amalgamation under sections 391 to 394. The judgment concurs with this view, emphasizing that the Court's powers under these sections are not dependent on the company possessing specific amalgamation powers in its Memorandum. The objection raised by the Regional Director is overruled based on these legal principles.

The Official Liquidator has also issued a No Objection report for all three companies. Meetings of shareholders and creditors were dispensed with as written consents were obtained. Notices were published, but no objections were raised. Considering the submissions, reports, and absence of opposition, the Court grants sanction to the Scheme of Amalgamation under sections 391 to 394 of the Companies Act. The amalgamation will be deemed effective from the appointed date, leading to the dissolution of the Transferor Companies without winding up. The petitions are disposed of accordingly.

---