2006 (4) TMI 544

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....ompanies are the abovementioned transferor companies. The petitioner is an Indian company registered and incorporated under the Companies Act, 1956, having its registered office in India. The objects of petitioner are to carry on business in India and abroad and the main objects are set out in paragraph 4 of this petition. The share capital structure is mentioned in paragraph 5 with a copy of the latest balance-sheet annexed to the petition. 4. It is not in dispute that the first amalgamating company, the first transferor company and second transferor company are carrying on business and registered as companies outside India and more particularly under the laws of Mauritius. Their capital structure is also referred to. It is proposed to am....

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....ng the aforesaid requirements under the Mauritius Companies Act, 2001. 5. The Regional Director has filed an affidavit and Mr. Joy appearing for him canvasses before me three submissions. The first contention is that the three transferor companies are registered outside India and no Indian court has jurisdiction over them; sections in the Indian Companies Act are silent about involvement of a foreign company; the second and third transferor companies have no authority to merge and as far as provisions in the Mauritius laws, it is not known whether the same envisages amalgamation and vesting of companies properties and assets, more so, with companies outside Mauritius. 6. He places reliance upon Section 390 of the Companies Act and the def....

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....rd transferor companies have no provision to amalgamate, he invites my attention to the scheme and more particularly parts V and VI thereof. In his submission, the scheme is conditional upon the first amalgamating company, the second and third amalgamating companies obtaining necessary permissions and sanctions from the authority/court under the laws prevailing in Mauritius. Therefore, according to him, it is not as if this Court sanctions the scheme, it takes effect immediately. It must necessarily take effect upon compliance of the conditions in parts V and VI. 10. In my view, there is considerable substance in these contentions. The term "body corporate" and the term "company" appearing in Section 390(a) of the Compa....