IN THE HIGH COURT OF JUDICATURE AT MADRAS DATED:15.06.2011 CORAM: THE HONOURABLE MR.JUSTICE VINOD K.SHARMA C.P.Nos.68 and 69 of 2011 M/s.Lifesize Communications India Private Limited, having its Registered Office at, Plot No.TS140, Block 2 & 9, Elnet Software City, Rajiv Gandhi Salai, Taramani, Chennai-600 113. Rep. by its Whole Time Director Mr.Raghuram Prabhakara Belur ... Petitioner / Transferor Company in C.P.No.68 of 2011 M/s.Logitech Engineering & Designs India Private Limited, having its Registered Office at, Plot No.TS140, Block 2 & 9, Elnet Software City, Rajiv Gandhi Salai, Taramani, Chennai-600 113. Rep. by Authorised Signatory Mr.Sivakumaran Tharmarajah .. Petitioner / Transferee Company in C.P.No.69 of 2011 Company Petitions filed under sections 391 to 394 of the Companies Act, 1956 to sanction the Scheme of amalgamation.` For Petitioners : Mr.T.K.Bhaskar : Mr.R.Sathiamoorthy Addl. Central Govt. Standing Counsel ***** C O M M O N O R D E R The petitioner, M/s.Lifesize Communications India Private Limited, in C.P.No.68 of 2011 is the Transferor Company and the petitioner, M/s.Logitech Engineering & Designs India Private Limited in C.P.No.69 of 2011, is the Transferee Company. These Company Petitions are filed by the petitioner companies to sanction Scheme of amalgamation, under Sections 391 to 394 of the Companies Act, 1956. 2. M/s.Lifesize Communications India Private Limited was incorporated on 18.08.2006 in the name and style of "Lifesize Communications India Private Limited", under the provisions of the Companies Act with the Registrar of Companies, Coimbatore. The registered office of the transferor company was, thereafter, shifted to Plot No.TS140, Block 2 & 9, Elnet Software City, Rajiv Gandhi Salai, Taramani, Chennai, with effect from 07.10.2010, vide resolution dated 22.12.2010. 3. The Board of Directors of the transferor and transferee companies approved and adopted the scheme of amalgamation to transfer and merge the transferor company with transferee company. In C.A.No.248 of 2011, this Court was pleased to pass an order, dispensing with the convening, holding and conducting of the meeting of the equity shareholders of the petitioner transferor company with liberty to file a company petition for sanctioning scheme of amalgamatioin. 4. There are no secured creditors for the transferor company and a certificate to this effect by the Chartered Accountant was filed in C.A.No.248 of 2011. It is also reported that no investigations are pending against the transferor company under Sections 235 to 251 or any other provisions of the Companies Act, 1956. The unsecured creditors of the transferor company are in any way prejudiced by the scheme of amalgamation. 5. On notice under Section 394A of the Companies Act, the Regional Director, Ministry of Corporate Affairs, Chennai, on behalf of the Central Government, has filed an affidavit to the effect that it has no objection to the scheme, except the following: "4. I further submit that as per Part IV, Para 3.10 of the petition that upon the scheme becoming effective the authorized share capital of the transferor companies shall be added to the authorized capital of the transferee company and the filing fee already paid by the Transferor companies on their authorized share capital, shall be deemed to have been so paid by the Transferee Company on the combined Authorized share capital. The above proposal is not acceptable and the transferee company is required to comply with the requirements of Section 97 of the Act by filing Form No.5 by remitting the required Registration fees for the increased Authorized Capital." 6. This objection deserves to be rejected, in view of the law, laid down by the Hon'ble Division Bench of this Court, in the case of Regional Director and another vs. Cavin Plastics and Chemicals P.Ltd, reported in (2008) 141 Comp. Cas. 475 (Mad), wherein, this Court held as under: "Held, dismissing the appeal, that the issue was not whether the fee which was already paid by the transferor company would automatically be transferred to the transferee company. But, what was intended by Section 391 was to reconstitute the company without the company being required to make a number of applications under the Companies Act for various alternations which might be required in its memorandum and the articles of association." 7. In the report filed by the Official Liquidator, it has been pointed out that there is no material to come to a conclusion that the affairs of the transferor company have been conducted in a manner prejudicial to the interests of its members or to public interest or ther were any transactions to attract the provisions of Sections 542 and 543 of the Companies Act. 8. In C.A.No.249 of 2011, this Court was pleased to pass an order dispensing with the convening, holding and conducting of the meeting of the equity shareholders and permitted the transferee company to file a company for sanctioning the scheme of amalgamation. There are no investigations pending against the transferee company under Sections 235 to 251 or any other provisions of the Companies Act, 1956. 9. For the reasons stated above, the company petitions are ordered, as the scheme of amalgamation will be for the benefit and interest of equity shareholders of the transferor and transferee companies. 15.06.2011 Index: Yes / No Internet: Yes / No ar VINOD K. SHARMA ar C.P.Nos.68 and 69 of 2011 15.06.2011