SHIVALIK MOT Vs. BHARAT MOT

JUDGEMENT

(1.) IN this application under Sections 391 and 394 of the Companies Act, 1956, a sanction of the scheme of arrangement for amalgamation has been sought for.

(2.) BY order dated 21.4.2006, after hearing the company petition, this Court directed to advertise the petition in the newspapers, i.e., 'The New Indian Express' and 'The Samaja', fourteen days before 12.5.2006 to which date, the case was fixed. It was further directed to serve a copy of the petition as per Section 394A of the Companies Act, 1956 on the Regional Director, Department of Company Affairs, Central Government, which is a necessary party, for obtaining the opinion of the Regional Director and the Official Liquidator was also asked to submit a report before this Court by the aforesaid date. On 19.5.2006, when the matter was taken up, the Registrar of Companies representing the Regional Director produced a copy of the letter of the Regional Director wherein, objections were raised to paragraph -10 of the scheme of amalgamation. The Official Liquidator has also submitted his report.

(3.) MR . Ray relying upon the decisions in the case of Hotline Hol Celdings Pvt. Ltd. and Ors. 112 (2004) Delhi Law Times, 627 and the decision of the Allahabad High Court in the case of Juggilal Kamlapat Holding Ltd. J.K. Investment Ltd. And Kanpur Investments Ltd. decided on 22,8.2005 'submits that the objection of the Regional Director to the effect that the authorized share capital of the transferee ~ company having been increased to Rs. 3,05,00000/ - (three crores and five lakhs) , the same cannot be permitted without complying with -the relevant provisions of the Companies Act, 1956 and payment of fees to the Registrar of Companies and stamp duty, is not acceptable, as both the transferor company and the transferee company have paid the prescribed fees of their respective authorized share capitals and by virtue of amalgamation, the increase has occurred as share holders have been combined. Thus, no further fee or stamp duty is payable.