2006 (2) TMI 288

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....ns 391 to 394 of the Companies Act on the strength of the decision of this Court in C.P. No. 151 of 2005 wherein, it was held that when the transferor company is the subsidiary of the holding company, it being a transferee company, a separate application from the transferee-company to grant a Scheme of Amalgamation need not be filed at all. 3. In a meeting held by the Board of Directors on 20-12-2005, the Board of Directors of the respective petitioner company passed a resolution on 20-10-2005 for adopting the Scheme of Amalgamation and resolved to submit it to this Court for the sanction of amalgamation of the respective petitioner companies with the transferee company. As per the Scheme of Amalgamation marked as Annexure-F found at page ....

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....r dated 5-12-2005, this Court had dispensed with the meeting of the equity shareholders, in the light of the affidavit filed stating no objection to the scheme. Affidavits are filed at pages 186 to 199 of the paper book as Annexure-G. The 'No Objection' letter from the secured creditor, namely, Canara Bank, is filed as Annexure-H at Page 200 of the paper book and a certificate from the Chartered Accountant is filed as Annexure-I at Page No.201. 5. Upon perusing the Scheme of Amalgamation, the Regional Director, Ministry of Company Affairs, Chennai, has submitted his report raising objections : (i)The transferor companies and the transferee company are two legal entities, and on amalgamation, only the transferee companies exist; thereby, i....

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....th by the Regional Director herein. Following the abovesaid decisions, I do not find any merit in sustaining the objections made by the learned Additional Central Government Standing Counsel. 9. In the absence of any contra decisions, the objections both on the count of two notional limits not to be clubbed as well as the necessity for complying with sections 94 and 95 of the Companies Act are hereby rejected. As I had stated that the transferor companies are subsidiaries of the transferee company, a single application at the instance of the transferor company would be sufficient. 10. In the Scheme of Amalgamation, all the assets and liabilities of the transferor companies are transferred to and vested in the transferee company. It is sta....