PARIKH, J. ( 1 ) THESE two petitions are submitted by the petitioners for obtaining sanction of the scheme of amalgamation as per Annexure-B in Company Petition no. 47 of 1994 and at Annexure-C in Company Petition No. 48 of 1994 by virtue of provision contained in Secs. 391, 392 and 394 of the Companies Act, 1956 (for short the Act ). ( 2 ) THE Petitioner in Company Petition No. 48 of 1994, namely, Gujarat organics Limited is the transferor company and the petitioner in Company Petition no. 47 of 1994, namely, Rangkala Investments Limited is the transferee company. They are accordingly referred to as the transferor company and the transferee company respectively in this judgment. The transferor company is sought to be amalgamated with transferee company. ( 3 ) THE reasons for the proposed amalgamation are more particularly set out in both the petitions. Accordingly the transferor company is a subsidiary of the transferee company, which has the holding to the extent of 97. 58% of the paid up equity share capital of the transferor company. Bearing in mind this glaring fact it was thought advantageous to combine the activities of both the companies with a view to carrying on the same in a single company. The idea is to economise and run the company efficiently. The proposed amalgamation would also result in enlarging the activities of the transferee company which would be conducive to avoidance of duplication and reduction in administration costs and other overhead expenses. It would also result in the optimum utilisation of the management and other resources. For all these reasons the proposed amalgamation has been sought to be sanctioned by this Court. ( 4 ) NECESSARY advertisements have been published in the month of May 1994 in the Times of India and Jansatta in various editions. The Court notice was also issued to the Central Government in accordance with the provisions contained in sec. 394a of the Act in each of the petitions. Meeting of the shareholders and creditors of the transferor company and the meeting of the shareholders of the transferee company were ordered to be dispensed with by order dated 7-3-1994 (Coram : S. D. Shah, J. ). After both these petitions came to be admitted, advertisements came to be issued as stated above. 5. Meeting of the shareholders and creditors of the transferor company and the meeting of the shareholders of the transferee company were ordered to be dispensed with by order dated 7-3-1994 (Coram : S. D. Shah, J. ). After both these petitions came to be admitted, advertisements came to be issued as stated above. 5. The Official Liquidators Report is placed on record and according to that report there is no objection in granting sanction to the proposed scheme of amalgamation. 6. In so far as Central Government is concerned, Mr. Jayant Patel, learned Addl. Standing Counsel for Central Government has appeared in both these petitions and has placed on record the objection in the form of affidavit of Mr. M. L. Sharma, registrar of Companies, Gujarat. This objection relates to the object clause of the transferee company. It has been asserted that the transferee company does not have the power to take up and carry on business which is carried on by the transferor company. The object clause of the Memorandum of Association of the transferee company does not include the power to manufacture and sell the Paradroxy Benzoic acid, adhesive and sealnats which transferor company is doing. Hence, after amalgamation the transferor company will not be able to take up and carry on its business unless the transferee company amends the object clause of its Memorandum of Association suitably by passing a special Resolution under Sec. 17 of the Act and getting confirmation of the Company Law Board for the said amendment. It is submitted that the prayers in the petitions contemplating automatic changes of the object clause of the Memorandum of Association of the transferee company without complying with the requirements of Sec. 17 of the Act cannot be granted, since the jurisdiction to permit/confirm alteration in the object clause of the memorandum of Association of the company is vested exclusively with the Company law Board under the aforesaid provision. ( 5 ) IN support of the aforesaid objection Mr. Jayant Patel, learned Addl. Standing counsel for the Central Government read before me the provisions contained in sec. 2 (10-A), Secs. 10-E and Sec. 17 of the Act. ( 5 ) IN support of the aforesaid objection Mr. Jayant Patel, learned Addl. Standing counsel for the Central Government read before me the provisions contained in sec. 2 (10-A), Secs. 10-E and Sec. 17 of the Act. He also read before me Sec. 637 of the Act for showing delegation of the power and for showing that the Regional director of the Department of Company Affairs is different authority from the company Law Board in order to distinguish the decision contained in the P. M. P. Auto Industries Ltd. , In re (Bom.) reported in 1994 (80) Company Cases 289. ( 6 ) FOR the purpose of appreciating the objection and the submissions made by the learned Addl. Standing Counsel for the Central Government, it would be necessary to visualise what is the object clause of the transferee company. The object clause of the transferee company is divided into three sub-clauses : (A) Main object of the company to be pursued by the company on its incorporation, (B) objects incidental or ancillary to the attainment of the main objects, and (C) Other objects. It would be appropriate to set out the main objects in the first instance :-1. To carry on the business of an Investment Company and to underwrite, subunderwrite, to invest in and acquire and hold, sell, buy or otherwise deal in shares, debentures, debenture-stocks, bonds, units, obligations, and securities issued or guaranteed by Indian or Foreign Governments, Dominions, Sovereigns, municipalities, Public Authorities, bodies, sovereign rulers, Commissioners or trusts and shares, stocks, debentures, debenture-stocks, bonds, obligations and securitites issued and guaranteed by any company, corporation, firm or person whether incorporated or established in India or elsewhere. 2. To fianance Industrial Enterprises. 3. To manage investment pools, mutual funds, syndicate in shares, stocks, securities, finance and real estate. Since Mr. Singhi, learned Advocate for the petitioners has made reference to clause 49 under sub-head "other objects", it would also be appropriate to set out the saidclause :"49. 2. To fianance Industrial Enterprises. 3. To manage investment pools, mutual funds, syndicate in shares, stocks, securities, finance and real estate. Since Mr. Singhi, learned Advocate for the petitioners has made reference to clause 49 under sub-head "other objects", it would also be appropriate to set out the saidclause :"49. To carry on business as manufacturers, processors, refiners, exporters, importers and dealers in all types of chemicals, heavy chemicals, rubber chemicals, organic, inorganic and mixed chemicals and chemical fertilisers, dyes, dyestuff and dyestuff intermediates (all types of) pesticides, including insecticides, fungicides, herbicides, weicides, drugs and pharmaceuticals including biological and therapeutic preparations, hormones including plant growth activators and regulatory and other articles and compounds, ingredients and products and other things of any description for use in connection therewith. " ( 7 ) THEREFORE, at the outset it should be noted that in the object clause of the transferee company there is no total absence of the required objects for carrying of business as manufacturers, etc. , in all types of chemicals including the basic chemicals, organic chemicals, inorganic chemicals, rubber chemicals and mixed chemicals and so on and would include the power to manufacture and sell Paradroxy benzoic Acid, adhesive and sealnats, which all are the chemicals. It has, therefore, to be seen whether shifting of the provision made in the other objects to the main objects would be not permissible in these petitions, as submitted by the learned addl. Standing Counsel and to see whether Sec. 17 has any over-riding effect over sec. 391 read with Sec. 394 of the Act. ( 8 ) IN reply, Mr. Singhi, learned Advocate for the petitioners read in the first instance the provisions contained in Sec. 13 (1) (c), (d), which read as under :"s. 13. Requirements with respect to memorandum.- (1) The memoradum of every company shall state - (a) and (b) xxx xxx xxx xxx xxx (c) in the case of a company in existence immediately before the commencement of the Companies (Amendment) Act, 1965, the objects of the company; (d) in the case of a company formed after such commencement :- (i) the main objects of the company to be pursued by the company on its incorporation and objects incidental or ancillary to the attainment of the main objects; (ii) other objects of the company not included in sub-clause (i); and ;"according to the submission of Mr. Singhi the effect of the amended clause is that when business as set out in other objects is to be carried on by the company, requirements of the provisions contained in S. 149 (2-A) would have to be followed. According to his submission, therefore, Sec. 17 has no role to play, for the simple reason that the object clause contains within itself, although in the sub-head other objects, the required object, which in future can be pursued by the company. In order to meet with the argument of Mr. Jayant Patel, learned Addl. Standing Counsel, mr. Singhi also read Sec. 17, according to which a company may by special resolution alter the provision of its Memorandum so as to change the place of its registered office from one State to another, or with respect to the objects of the company so far as may be required to enable it to carry on its business more economically or more efficiently or to attain its main purpose by new or improved means, or to enlarge or the change the local area of its operations, or to carry on some business which under existing circumstances may conveniently or advantageously be combined with the business of the company or to restrict or abandon any of the objects specified in the Memorandum or to sell or dispose of whole, or to amalgamate with any other company or body the undertakings, of the company; or to amalgamate with any other company or body of persons. The alteration must be presented to the company Law Board bearing in mind the provision contained in sub-sections (2) and (3) of Sec. 17 of the Act. He, however, submitted that even that would not be necessary by virtue of the fact that Secs. 391 and 394 of the Act dealing with reconstruction and reorganisation as also amalgamation of the companies would provide a complete code within itself and it would not be necessary to undergo duplication of procedures. ( 9 ) ). In order to appreciate the submission of Mr. Singhi, it would also be necessary to set out the provisions contained in Sec. 149 (2-A ). ( 9 ) ). In order to appreciate the submission of Mr. Singhi, it would also be necessary to set out the provisions contained in Sec. 149 (2-A ). The provisions read as under :-" (2-A) Without prejudice to the provisions of sub-section (1) and sub-section (2) a company having a share capital, whether or not it has issued a prospectus inviting the public to subscribe for its shares, shall not at any time commence any business- (a) if such company is a company in existence immediately before the commencement of the Companies (Amendment) Act, 1965, in relation to any of the objects stated in its Memorandum in pursuance of clause (c) of sub-section (1) of section 13; (b) if such company is a company formed after such commencement, in relation to any of the objects stated in its Memorandum in pursuance of sub-clause (ii) of clause (d) of sub-section (1) of the said section, unless,- (i) the company has approved of the commencement of any such business by a special resolutaion passed in that behalf by it in general meeting; and (ii) there has been filed with the Registrar a duly verified declaration by [one of the directors or the secretary or, where the company has not appointed a secretary, a secretary in whole-time practice] in the prescribed form, that clause (i) or as the case may be, sub-section (2-B) has been complied with; and if the company commences any such business in contravention of this subsection, every person who is responsible for the contravention shall, without prejudice to any other liability, be punishable with fine which may extend to five hundred rupees for every day during which the contravention continues. "the petitioners have placed on record a true copy of registration of the resolution pursuant to Sec. 149 (2-A) of the Act. Accordingly the resolution dated 21-5-1990 for commencement of other objects mentioned in clauses 48 and 49 of Clause C of Memorandum and Art. of Association has been approved by the shareholders and registered. A true copy of the declaration of compliance of Sec. 149 (2-A) or of sec. 149 (B) of the Act has also been produced on record. A ture copy of the resolution has also been placed on record. Hence, the transferee company has complied with the provisions contained in Sec. 149 (2-A) of the Act. A true copy of the declaration of compliance of Sec. 149 (2-A) or of sec. 149 (B) of the Act has also been produced on record. A ture copy of the resolution has also been placed on record. Hence, the transferee company has complied with the provisions contained in Sec. 149 (2-A) of the Act. What is now prayed for by the petitioners is the amalgamation of the transferor company with the transferee company with a consequential prayer of switching over of the aforesaid objects appearing in the other objects into the existing sub-clause 3 of clause III-A of the Memorandum of Association. ( 10 ) IN the above background, Mr. Singhi has placed reliance upon a decision of the Bombay High Court in the case of PMP Auto Industries Ltd. , In re reported in (1994) 80 Company Cases 289. In that case three company petitions were filed for sanctioning scheme of amalgamation. Pursuant to the notice issued under Sec. 394a of the Act, objections were filed and accordingly it was contended that the memorandum of Association of the transferee company did not have power to carry on business activity as carried on by the two transferor companies and the scheme of amalgamation itself provide that from the effective date the Memorandum of association of the transferee company would stand amended by addition of 10 subclauses as detailed therein. It was, therefore, contended that for effective amendment in the object clause of the Memorandum of Association of the transferee company, the transferee company should follow the procedure prescribed under Secs. 17 and 19 of the Act and get the alteration of Memorandum of Association confirmed by the company Law Board, which is an independent quasi-judicial authority. Accordingly, it was submitted that the Court could not direct alteration in the Memorandum of association as incidental to an order sanctioning the scheme of amalfamation and thereby usurp the powers conferred by law to another quasi-judicial authority. After considering the submissions made on behalf of the Company, Bombay High Court held allowing the petitiones that in order to enable amalgamation between two companies, it is not necessary that there should be unison in the objects of two companies and that the objects of the transferor companies were different from those of the transferee company, could not, per se, be a fetter to the sanctioning of the scheme of amalgamation. The bombay High Court ruled that Sec. 391 of the Act invests the Court with powers to approve or sanction a scheme of amalagamation/arrangement and in doing so, if there are any other things which, for effectuation, require a special procedure to be followedexcept reduction of capital - and the Court has power then while sanctioning the scheme itself, it would not be necessary for the company to resort to other provisions of the companies Act or to follow other procedures prescribed for bringing about the changes requisite for effectively implementing the scheme, which is sanctioned by the Court. Relying upon a decision of this Court in Manekchowk and Ahmedabad Manufacturing co. Ltd. , In re. , (1970) 40 Company Cases 819, the principle has been restated that not only is Sec. 391 of the Companies Act a complete code, but it is intended to be in the nature of a single window clearance system to ensure that the parties are not put to unavoidable, unnecessary and cumbersome procedure of making repeated applications to the Court for various other alterations or changes which might be needed effectively to implement the sanctioned scheme whose overall fairness and feasibility has been judged by the Court. What this Court said at page 855 in Manekchow and ahmedabd Mfg. Co. Ltd. (supra) has been excerpted. It would be useful to exceprt the same in this judgment also :"if Sec. 391 was subject to other provisions of the Act, every time the scheme of compromise and arrangement it purt forth for the sanction of the Court; it if includes things for which specific provisions are made and that will have to be gone through before the scheme is sanctioned, it would result in unnecessary duplication of procedure and would be cumbersome. On the contrary, it appears that if the creditors and members of the company arrive at a certain compromise which the Court considers fair, it can be sanctioned under Sec. 391 despite the fact that for some of those things included in the compromise another procedure is prescribed in the Companies Act and which has not been carried out. It, therefore, appears that Sec. 391 is a complete code which provides for sanctioning of the scheme of compromise and arrangement. . . Therefore, it appears that the provisions contained in Sec. 391 is a complete code. "the decision in the Manekchowk and Ahmedabad Mfg. It, therefore, appears that Sec. 391 is a complete code which provides for sanctioning of the scheme of compromise and arrangement. . . Therefore, it appears that the provisions contained in Sec. 391 is a complete code. "the decision in the Manekchowk and Ahmedabad Mfg. Co. Ltd. (supra) was followed by Bombay High Court in Vasant Investment Corporation Ltd. v. Official liquidator, Colaba Land and Mill Co. Ltd. , (1981) 51 Company Cases 20 and a reference has also been made to that decision. ( 11 ) THE present case stands on a better footing in as much as the procedure prescribed for giving effect to the other objects under Sec. 149 (2-A) has already been followed. Besides, the object clause, as stated above in the present case is not silent about the requisite object and, therefore, the proposed alteration of the memorandum of Association is nothing but resheduling/reshuffling of the object from one place to another place. In my opinion, therefore, the principle laid down by this Court in Manekchowks case and followed by the Bombay High Court in p. M. P. Auto Industries Limited squarely resolves the objection taken by the learned Addl. Standing Counsel for the Central Government. ( 12 ) MR. Jayant Patel, learned Addl. Standing Counsel, however has vehemently argued that the Company Law Board is not a party to this petition and the Bombay high Court had proceeded on the footing that Sec. 394a provides for issuance of notice to Company Law Board of every application under Sec. 391 or under Sec. 394. According to the submission of Mr. Patel notice is required to be issued to central Government by virtue of Sec. 394a of the Act and the powers of the central Government are delegated by virtue of Sec. 637 of the Act to the Regional director. According to his final submission, Regional Director is an Authority different from the Company Law Board. I have gone through the notifications set out under the provision of Sec. 637 of the Act as appearing in Companies Act by a. Ramaiya, 11th Edition, 1988. I find that the functions of the Central Government under Sec. 394a would stand delegated to the Regional Director of the Company law Board. I have gone through the notifications set out under the provision of Sec. 637 of the Act as appearing in Companies Act by a. Ramaiya, 11th Edition, 1988. I find that the functions of the Central Government under Sec. 394a would stand delegated to the Regional Director of the Company law Board. Even if at a later point of time the Authority is redesingnated as regional Director of Department of Company Law Affairs and if the Company law Board has any objection to the proposed scheme of amalgamation, it could have through the Regional Director of the Department of Company Law Affairs, placed the same before the Court for consideration. If the Court is satisfied that the objection based on alteration of Memorandum has no substance, the Court itself can accord its sanction incidental to the sanctioning of scheme. It would be permissible for the Court to accord sanction under Sec. 394 of the Act even if the scheme contemplates a consequential alteration in the object clause of the Memorandum of association of the company. This would apply with greater force in the facts of the present case. In that view of the matter, the objection raised in the affidavit filed by the Registrar of Companies and submitted by the learned Addl. Standing counsel would not hold good. On the merits of the scheme, there is no ground shown as to why sanction to the proposed scheme of amalgamation as prayed for should not be granted. The scheme appears to be a fair one and makes detailed provision for the protection of interest of all concerned including the employees of the transferor company. ( 13 ) IN the result, the petitions deserve to be granted. In view of what is stated above, it is ordered that the transferor company be amalgamated with the transferee company with effect from 1-4-1993 and as per the proposed Scheme of Amalgamation placed on record at Annexures B and C with consequential reliefs as prayed for in the petitions. In view of what is stated above, it is ordered that the transferor company be amalgamated with the transferee company with effect from 1-4-1993 and as per the proposed Scheme of Amalgamation placed on record at Annexures B and C with consequential reliefs as prayed for in the petitions. Consequently, all the rights, liabilities and duties of the transferor company shall stand transferred to and vested in the transferee company, namely, Rangkala Investments Limited without any further act or deed, and all the liabilities and duties of the transferor company shall also become the liabilities and duties of the transferee company and the transferor company shall stand dissolved, without winding up, in view of the Scheme of amalgamation as per Annexure-C being sanctioned. ( 14 ) THE petitioners are directed to file the copy of the order with the Registrar of Companies, within a period of thirty days and the Registrar of Companies shall treat the transferor company as dissolved with effect from April 1, 1993. It is also clarified that any person interested shall be entitled to apply to this Court for any appropriate direction that may be necessary. ( 15 ) THE petitioners shall bear the cost of respective petitions and shall also pay the fees of the learned Additional Standing Counsel appearing on behalf of the central Government, which is quantified at Rs. 3,000. 00 (Rupees three thousand only) in each of these two petitions. ( 16 ) BOTH these petitions would stand disposed of accordingly. .