TaxTMI 
TaxTMI 
2008 (5) TMI 428
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....of the Company has been growing consistently. During the financial year ended on 31-3-2007, the turnover of the Company has been more than Rs. 700 lakhs and net profit has been more than Rs. 50 lakhs. Thus, though the Company has some accumulated losses, it is making operative profits for the last about four years. 3. The Transferor Company, on the other hand, is also a Private Limited Company. The Company was originally promoted in 1986 with the Technical know-how from Gomaco International, USA for the manufacturing of Mechanised Concrete Lining Equipments called 'Pavers'. The Company entered into technical collaboration with Alimek A.B. Sweden for the manufacturing of 'Rack and Pinion Hoist'. Both the collaborations ended in 1997 and since then it has been managed by professionals. It is engaged in manufacturing of Pavers which are being used for Water Canals, Airports, Runways, Concrete Roads etc. The other product is Rack and Pinion Hoist which is being used for vertical movement of Men and Materials at Thermal Power Stations, Doordarshan Towers, High Rise Buildings etc. The Company enjoys high goodwill for its products. The growing Indian economy and deployment in Capital Pro....
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....malgamation and the Explanatory Statement required under section 393 of the Act and a Form of Proxy. The notice of the meeting was also advertised as directed by the said order, in Indian Express - English daily and Divya Bhaskar - Gujarati daily both Ahmedabad editions dated 29-12-2007. On 24-1-2008, the said meeting of the Equity Shareholders of the Company was duly convened in accordance with the said order and Shri A. V. Krishnan acted as the Chairman of the said meeting. Shri A. V. Krishnan has reported the result of the meeting to this Court and copy of the report along with the affidavit dated 10-2-2008 is placed on record of this petition. 6. The meeting of the Equity Shareholders of the Company was attended to by four members of the Company entitled together to Rs. 3,37,05,000 being 3,37,050 Equity Shares of Rs. 100 each. The Scheme of Amalgam- ation was taken as read with the permission of all the Equity Shareholders present at the meeting. The detailed discussion and deliberations were made on the proposed scheme. The poll was taken to ascertain the wishes of the Equity Shareholders and all the four members who attended the meeting, voted in favour of the proposed Schem....
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....vely vide Clause Nos. 12.1, 12.2 and 12.3 of the Scheme. The principle being the same for all the aforesaid clauses, they are dealt with as a common issue by the petitioner. With regard to all these issues, it is submitted that the settled principle of Single Window Clearance is well recognized and accepted by various High Courts including this Court. Under this principle, it is held that when the Scheme envisages various incidental proposals as an integral part of the Scheme, the procedures prescribed under the Companies Act, need not be separately undertaken. In the present case, since the Capital Clause, Objects Clause and Name Clause of the Transferee Company are proposed to be amended as a part of the Scheme, it is submitted that separate procedure is not required to be followed. 10. It is further stated that it has been specifically provided in clause 12.4 of the Scheme that the shareholders of the Transferee Company, while approving the Scheme as a whole, have also resolved and accorded the relevant consents as required respectively under sections 17, 21, 31, 94, 97 and 81(A) of the Companies Act, 1956 or any other provisions of the Act and shall not be required to pass sep....
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....ition is well settled by now and even the judgments referred to and relied upon by Mr. Raval also support the case of the petitioner. Over and above this, there are several other judgments of different High Courts as well as of this Court which have consistently taken the view and approved the principle of Single Window Clearance. 13. In the case of Vasant Investment Corpn. Ltd. v. Official Liquidator, Colaba Land & Mills Co. Ltd. [1981] 51 Comp. Cas. 20 , the Bombay High Court has held that the Court is given wide powers under section 391 of the Companies Act, 1956, to frame a Scheme for the revival of a Company. Section 391 is a complete Code under which the Court can sanction a Scheme containing all the alterations required in the structure of the Company for the purpose of carrying out the Scheme, except reduction of share capital which requires a special procedure. In considering a Scheme under section 391, the Court must attach importance to the wishes of the members. In addition, it should be satisfied (i) that the statutory provisions are complied with, (ii) that class affected by the Scheme has been properly represented, and (iii) that the arrangement is such that a man o....
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....he representation, if any, made to it by the Company Law Board before passing any order under either section. There is no reason why the Company Law Board cannot raise all its objections at this stage. It would then be possible for the Court to appreciate the objections, if any, and adjudicate thereupon. If the Court is satisfied that the objection based on the alteration of the Memorandum has no substance, the Court itself can decide it then and there and sanction the Scheme even if it means a consequential amendment of the Memorandum of Association. There is no reason for driving the Company to the procedure under section 17 of the Act because the Company Law Board is unable, unwilling or incapable of formulating its objections in reply to the notice under section 394A. This would reduce the notice under section 394A to an empty formality. 15. In the case of ICICI Bank Ltd., In re [2003] 42 SCL 5 (Guj.), this Court has held that since the Scheme itself provided for amendment to the Articles of Association of the petitioner Company as regards number of directors and the Scheme had been approved by an overwhelming majority of Equity Shareholders, there was no justification for req....
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....he latter stated that the Transferee Company should be instructed to increase the authorised capital from its present level to such an amount which was sufficient for allotment of shares to the shareholders of the Transferee Company and that this should be done upon payment of Registrar's fees and stamp duty. The scheme of amalgamation stated that the unissued portion of the share capital of the Transferor Companies would become the share capital of the Transferee Company. While dealing with this objection of the Registrar of Companies, the Delhi High Court has held that in case of merger where it was provided that the share capital of the Transferor Companies became the authorized capital of the Transferee Company, no fee to the Registrar of Companies or stamp duty to the State Government was payable. Sanction was granted and consequent on the amalgamation the Transferor Companies would stand dissolved without the process of being wound up. 18. In the case of Bazley Finvest Ltd., In re [2005] 64 SCL 480 (Guj.) this Court has held that the objections raised by the Registrar of Companies did not survive and the amalgamation would be in the interest of the Companies and their Member....