2002 (12) TMI 493

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..... Electronics Private Limited (Transferor Company No. 3) with Global Solutions Private Limited (Transferee Company). 2. The Petitioners have placed on record copies of the Scheme of Amalgamation. The objects and salient features of the Scheme and the circumstances necessitating the amalgamation of the abovesaid companies have been explained in the petitions. I find no reason to disagree with the expectations of the Petitioner Companies. 3. The Registered Office of all the abovesaid Transferor Companies and of the Transferee Company are situated at New Delhi, within the territorial jurisdiction of this Court. In fact they share the same address in respect of their Registered Offices. 4. The Board of Directors of the Transferor Compa....

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....te one company with another may flow from the memorandum or it may be acquired by resorting to the statute which confers a right on a company to alter its memorandum in aid of amalgamation with another company. If a company by virtue of its power in the memorandum desires to amalgamate with another company without coming to a court of law, such amalgamation would be valid". A Single Judge of the Calcutta High Court has adopted this view in United Bank of India Ltd. v. United India Credit & Development Co. Ltd. [1977] 47 Comp. Cas. 689 and in Marybong & Kyel Tea Estates Ltd., In re [1977] 47 Comp. Cas. 802 . The Learned Judge had based his conclusion on the principle that by invoking sections 391 and 393 of the Companies Act, the statutory p....

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....e Tax cannot be ruled out. In this regard learned senior counsel appearing on behalf of the petitioner undertakes that the Income Tax shall be paid individually or severally by all the abovesaid Transferor Companies, Transferee Company or the Trust. Subject to the above undertaking, this Objection of the Regional Director is also overruled. There being no other objection, the Scheme is hereby sanctioned subject to the undertaking given by learned senior counsel appearing on behalf of all the abovesaid petitioner companies. 9. The Official Liquidator attached to this Court, pursuant to notice issued to him, has also recorded his no object to the scheme of amalgamation in respect of Transferor Companies 1 to 3 and the Transferee Company, i....