This application under section 391 (2) read with section 394 of the Companies Act, 1956 has been filed by M/s National Breweries Ltd and Purbanchal Breweries Ltd (which I shall refer to as 'the National' and 'the Purbanchal' respectively) praying for approval/sanction of this Court to the scheme of- arrangement, a copy of which is annexed to the petition (Annexure-E). 2. Fact,- The National has an authorised share capital of Rs.1,00,00,000/-divided into 7,50,000 equity shares of Rs 10/-each and 25,000 preference shares of Rs 100/-each. The issued, subscribed and paid-up share capital of the National is Rs. 6,84,080/- divided into 68,408 equity shares of Rs.10-each fully paid-up. The National holds an industrial licence for manufacturing of beer. The existing licenced capacity of the National is 25,000 hecto liters per annum. But manufacturing/production of beer has not been commenced as the project is found unviable without enhancement of the licenced capacity. The Purbanchal has an authorised share capital of Rs 1,00,00,000/-divided into 7,50,000 equity shares of Rs. 10/-each and 25,000 redeemable cumulative preference shares of Rs. 100/- each. The issued, subscribed and paid-up share capital of the Purbanchal is Rs. 2,93,0JO/- divided into 29,300 equity shares of Rs. 10/- each fully paid-up. The Purbanchal also holds an industrial licence for manufacturing of beer, but it has not been able to commence the production of beer as yet as the said project was found unviable without enhancement of the licenced capacity granted to the Purbanchal which is 50,000 hecto liters per annum. Both the applicant companies could not commence the production of beer as it would be unviable without enhancement of the licenced capacity and, therefore, the applicant companies decided for amalgamation in terms of the scheme of amalgamation, Annexure 'E' to the petition. Hence this appli­cation for sanction or approval of the scheme. 3. In Company Petition No, 1 of 1990, this Court made an order on 9. 1. 90 to hold the meeting of the share holders of the National and the Purbanchal under the Chairmanship of Mr. B. D. Das, Advocate failing him Mr. Yadav Doloi, Advocate. In compliance with the order of this Court the meeting was held on 24. 2. 90 under the Chairperson Sri B, D. Das and the report of it was submitted to this Court. B. D. Das, Advocate failing him Mr. Yadav Doloi, Advocate. In compliance with the order of this Court the meeting was held on 24. 2. 90 under the Chairperson Sri B, D. Das and the report of it was submitted to this Court. After seeing the report of the meeting submitted under Rule 78 of the Companies (Court) Rules, 1959 verified by an Affidavit and on perusal of the petition for confirmation of the scheme of arrangement, the petition was fixed for hearing on 18. 5. 90 with direction that notice of the hearing be advertised in the Assam Tribune and that a copy of the petition be served on the Regional Director of the Company Law Board, Eastern Region not less than 28 clear days before the date of hearing. 4.. Mr. Sheikh Chand Mohammad, learned Senior Central Government Standing Counsel appearing for the Company Law Board has submitted that the Company Law Board has decided not to oppose the petition for obtaining the sanction/approval of this Court to the scheme of arrangement or amalgamation of the National and the Purbanchal. 5. Mr. N. M. Lahiri, learned counsel appearing for the petitioners has submitted that all the directions have been complied with and notices have been served on all the parties including the Regional Director of Company Law Board, Eastern Region and that scheme has been approved unanimously by all the share holders of the two (2) companies on the meeting held on 24. 2. 90. 6. Shri S. S. Lahiri filed objection to granting the sanction by this Court. Shri S.K. Sen, the leirned counsel for Shri S.S. Lahiri has contended that-(l) Shri N. C. Barua is not Director of the Purhanchal as the alleged transfer of shares to Shri N. C. Barua has not in terms of section 108, and as such, he cannot represent and act for and behalf of the Purbanchal; (2) Shri S.S. Lahiri continues to be Director of the Purbanchal; (3) the registered office of the Purbanchal has not been changed in terms of section 146 (4) no notice of the meeting was served on Shri S.S. Lahiri for holding the meeting. However, he came to know when the notice for the hearing of the petition was advertised in the Assam Tribune and (5) a civil suit (T.S. No. 55 of 1985) is pending between the parties. 7. However, he came to know when the notice for the hearing of the petition was advertised in the Assam Tribune and (5) a civil suit (T.S. No. 55 of 1985) is pending between the parties. 7. In respect of the allegation that Shri N. C. 3arua was not a Director of the Purbanchal and he could not act for and on behalf of the Purbanchal, the name of Shri Barua is entered in the register of the company as a member indicating the requisite number of shares as well as a Director in the Register of Directors maintained under section 303 showing thereby, prima facie, that he is a Director. Therefore, doctrine of de facto shall be applicable in view of the provisions under section 290 of the Companies Act. Under section 290 acts done by a person as a Director shall be valid, notwithstanding that it may afterwards be discovered that his appointment was invalid by reason of any defect or disqualification or had terminated by virtue of any provision contained in the Companies Act or in the Articles. It may be noted here Shri S.S. Lahiri has also filed an application to allow him to cross-examine Shri Barua to impeach the credit of the statement of Shri Barua that he is a Director and he is authorised to act for and on behalf of the company. In view of the discussions above, the said application is rejected. 8. With regard to the contention that Shri S.S. Lahiri is still continuing as Director of the Purbanchal, his name does not appear in the Register of Directors maintained under section 303 of the Companies Act and, therefore, the contention cannot be examined in this proceedings. 9. As regards the contention that the registered office of the Purbanchal has not been changed to Moniram Dewan Road in accordance with section 146, the resolution produced indicates, prima facie, that a resolution was adopted for the change of the registered office of the Purbanchal and that notice was given to the Registrar within 30 days as is provided under section 146. 10. Regarding non-service of notice on Shri S.S. Lahiri, section 53 (1) and(2) of the Companies Act may be referred to. 10. Regarding non-service of notice on Shri S.S. Lahiri, section 53 (1) and(2) of the Companies Act may be referred to. Under section 53 (1) service of a notice shall be made either personally or by sending it by post to any member to his registered address, and where a notice is sent as provided under section 53 (1), it shall be deemed the service to have been effected. The language employed under section 53 (1) and (2) are reproduced in Article 169 (2) of the National and in Article 168 of the Purbanchal in verbatim. This Court, on 9. 1. 90. ordered that the notice of the meeting shall be sent by post under certificate of posting. Learned counsel for the applicant companies have produced the certificate of posting for posting the notice to the address of Shri S.S. Lahiri shown in the register of the company, Therefore, it shall deemed the service to have been effected in view of section 53 (1) and (2) of the Companies Act and Articles. 11. As regards the civil suit, Mr. N. M. Lahiri, learned counsel for the applicant companies has drawn my attention to the order of this Court passed on 15.6.88 in Civil Revision No. 301 of 1986. The order shows that the injunction granted against Shri S.S. Lahiri representing or holding himself out as a Director of the Purbanchal has been confirmed. In that view of the matter, pendency of the civil suit does not help Shri S.S. Lahiri. 12. On perusal of the Articles of Association of the applicant companies, the companies are authorised to make such an arrangement for amalgamation (See Articles 23 and 44 of the National and the Purbanchal, respectively). The requisite notice on the Regional Director of Company Law Board, Eastern Region has been served. It appears that the scheme of arrangement of amal­gamation has been prepared bona fide and the resolutions have been adopted .unanimously by all the share holders attending the meeting of the companies. I am further of the view that the scheme is fair, reasonable and workable. In that view of the matter sanction of this Court must be accorded, 13. It is, therefore, ordered and directed that the prayer for approval/ -sanction of the scheme of amalgamation be granted. I am further of the view that the scheme is fair, reasonable and workable. In that view of the matter sanction of this Court must be accorded, 13. It is, therefore, ordered and directed that the prayer for approval/ -sanction of the scheme of amalgamation be granted. Accordingly, there will be orders in terms of prayers (a) except to the extent that amalgamation will be binding with effect from 1st January, 1991, (b), (c), (d), (e), (f), (g), (h) and (i) made in the petition. Let the Registrar (Judicial) draw up necessary orders in Form No 42 under the Companies (Court) Rules, 1956. In the result, the petition is allowed with above orders.