Judgment Ajay Kumar Mittal, J. 1. In this petition filed under Sections 391 to 394 of the Companies Act, 1956 (for short "the Act") the prayer is for sanctioning of the scheme of amalgamation as approved by the members and the creditors of the transferor company and the transferee company, a copy of which has been appended with the petition as annexure P1, so as to be binding on the transferor and the transferee companies. The scheme envisages the merger and amalgamation of the transferrer-company with the transferee company as per the terms and condition laid down in the scheme annexure P1. 2. As per the averments made in the petition, the transferor company was incorporated on September 9, 1999, in the State of Maharashtra and later on, its registered office was transferred to the State Haryana by the Company Law Board, Western Region, Mumbai, by its order dated December 23, 2004 and its registered office is now situated at Gurgaon. This company is, inter alia, engaged in the business of importing, manufacturing, selling, distributing, trading, developing, researching, etc., of aseptic and non-aseptic plastic packaging, equipment and machinery and the main objects of this company have been mentioned in the memorandum and articles of association, a copy of which has been attached as annexure P2 with the petition. It is further averred that the authorized share capital of the transferor company is Rs. 15,00,00,000 divided into 15 lakhs equity shares of Rs. 100 each and the issued, subscribed and paid-up capital is Rs. 14,22,67,900 divided into 14,22,679 equity shares of Rs. 100 each. The balance-sheets for the financial year ending March 31, 2002, March 31, 2003 and March 31, 2004, duly audited, have been appended to this petition as annexure P3. 3. The transferee company, however, was incorporated in the State of Delhi and its registered office was also later on transferred to the State of Haryana by the Company Law Board, Northern Bench, New Delhi, by order dated November 30, 1998, passed in Company Petition No. 147/177 98 and its registered office is now situated in Gurgaon. The transferee company is also engaged in the business of manufacturing, importing, and exporting as fully detailed in para. The transferee company is also engaged in the business of manufacturing, importing, and exporting as fully detailed in para. 9 of the petition and its main object has been mentioned in the memorandum and articles of association, annexure P4, It is further averred that the authorized share capital of the transferee company is Rs. 255,00,00,000 divided into five lakhs preference shares of Rs. 100 each and 25 crores equity shares of Rs. 10 each and its issued, subscribed and paid up share capital is Rs. 55,94,79,000 divided into 5,59,47,900 equity shares of Rs. 10 only. The audited balance sheets of this company in respect of the very same financial years are attached with the petition as annexure P5. 4. The scheme of amalgamation has been proposed to facilitate effective management and unified control of operations as exhaustively incorporated in detail in annexure P1 and it is considered not necessary to incorporate the same in this order. All that further needs to be noticed is that the board of directors of both the companies vide their resolutions (annexure P6) found advisable and in the interest of shareholders of both the companies that transferor company be dissolved without being wound up and be consolidated with the transferee company. 5. After the scheme of amalgamation was approved by the board of directors of the transferee and the transferor companies, the petitioner companies filed Company Petition No. 28 of 2005 in this Court in which this Court vide order dated February 18, 2005, gave a direction for holding meeting of the unsecured creditors of the transferee company on April 9, 2005, and for this purpose, chairman and alternate co-chairman were appointed. A notice for the benefit of the public at large and unsecured creditors of the transferee company was also ordered to be published in the Punjab Kesri (regional language), The Tribune (English Daily) and the Haryana Govt. Gazette. The chairman and the alternate co-chairman were directed to file their report in this Court and convey the result of the meeting within seven days of the conclusion thereof, duly verified by their respective affidavits. The chairman has filed the report in Company Petition No. 28 of 2005. 6. After completion of all the formalities, the petitioner-companies filed the instant Company Petition No. 70 of 2005. The chairman has filed the report in Company Petition No. 28 of 2005. 6. After completion of all the formalities, the petitioner-companies filed the instant Company Petition No. 70 of 2005. This court by order dated May 5, 2005, issued notice to the Regional Director, Northern Region, Department of Company Affairs, Kanpur, and the official liquidator. This court also directed that notice of the instant petition be published in The Tribune, Punjab Kesri (regional language--Hindi) and the Haryana Govt. Gazette. The publication as directed by this Court has been effected which stands authenticated through the affidavit of publication placed on the record of this case with the copies of publications. 7. In response to notice, Shri U.C. Nahta, Regional Director, Northern-Region, Ministry of Company Affairs, Kanpur, has filed affidavit dated July 8, 2005, asserting therein that as per Clause 8(a) of Part III of the scheme of amalgamation, all the employees of the transferor company shall become the employees of the transferee company without any break or interruption in their services upon sanctioning of the scheme of amalgamation by this Court. However, in para. 4 of the affidavit, an objection has been taken with regard to para. 1 of Part IV of the scheme of amalgamation which is to the following effect : 4.1. It is submitted that the memorandum of association of a company can be amended only after following the procedures prescribed under the relevant provisions of the Companies Act, 1956 , which include passing of special resolution by the members of the company in the general meeting and filing of relevant form with the office of the Registrar of Companies. It is, therefore, submitted that the aforesaid clause, which is against the provisions of the Companies Act, 1956 , may not be allowed by this Hon ble Court. 8. In reply to the above objection, learned Counsel appearing for the petitioner-companies has placed on record a rejoinder in the shape of an affidavit dated July 16, 2005, wherein it has been stated that the whole purpose of Section 391 of the Act is to reconstitute the company without the same being required to make a number of applications under the Act for various alterations which may be required in its memorandum and articles of association for functioning as reconstituted company under the scheme. It is also stated that the objects clause in the memorandum of association of the transferee company cannot be altered on the ground of amalgamation of both the companies since such ground would not survive in the event of amalgamation not becoming effective for any reason and therefore, the object clause in the memorandum of association of the transferee company has to be simultaneous and coterminous along with the scheme of amalgamation become effective upon being sanctioned by this Court. It is also stated that the object clause in the memorandum of association of the transferee company cannot be amended independent of the scheme of amalgamation between the two companies as suggested by the Regional Director since the transferee company would not be able to carry on and continue the ongoing business activities of the transferor company with effect from the effective date upon the transfer and vesting of the transferred undertakings of the transferor company into the transferee company upon the scheme becoming effective in accordance with Clause 6 of Part IV of the scheme of amalgamation, annexure P1. It is further stated that in order to amend its object clause in the memorandum of association the transferee company is required to call for an extraordinary general meeting of the company for the purpose of passing a special resolution as required under the provisions of Section 17(1) read with Section 192 of the Act and both the companies have already made a substantial compliance of the said provisions. Lastly, it has also been stated that for the purpose of amending the objects clause of the Act requires filing of Form 23 and the amended copy of the memorandum of association with the Registrar of Companies and this can only be done once the scheme of amalgamation is sanctioned by this Court. In support of the aforesaid submissions, counsel appearing for the companies has placed reliance on a decision of the Uttaranchal High Court in Jindal Photo Ltd., In re [2005] 65 CLA 246, decision of Bombay High Court in PMP Auto Industries Ltd., In re; S.S. Miranda Ltd., In re; Morarjee Goculdas Spg. and Wvg. Co. Ltd., In re [1994] 80 Comp Cas 289, the decision of the Gujarat High Court in Maneckchowk and Ahmedabad Manufacturing Co. Ltd., In re [1970] 40 Comp Cas 819, and the decision of the Madras High Court in W.E. Beardsell and Co. and Wvg. Co. Ltd., In re [1994] 80 Comp Cas 289, the decision of the Gujarat High Court in Maneckchowk and Ahmedabad Manufacturing Co. Ltd., In re [1970] 40 Comp Cas 819, and the decision of the Madras High Court in W.E. Beardsell and Co. Ltd. and Mettur Industries Ltd., In re [1968] 38 Comp Cas 197. 9. The official liquidator has also filed his report dated August 17, 2005, and along with the report he has attached copies of minutes of appointment of the chartered accountant, annexure A1 vide which he gave his consent to assist and enable him to make report. The sheet showing the points to be examined by the said chartered accountant and qualified report made by him have also been attached with his report as annexures A2 and A3 respectively. The official liquidator has further stated in his report that in view of the observations/qualification made by the auditors in their aforesaid reports, the affairs of the transferor company appear to have not been conducted in a manner prejudicial to the interest of its members or to public interest. 10. I have heard learned Counsel for the petitioner-companies and the official liquidator and have perused the record. At the very outset it deserves to be noticed that the objection raised by the Regional Director in his affidavit dated July 8, 2005 does not hold good. The Gujarat High Court dealing with such questions, in the matter of Maneckchowks case [1970] 40 Comp Cas 819 held as under : Basically, the court is given wide powers under Section 391 of the Companies Act to frame a scheme for the revival of the company. Section 391 of the Companies Act is a complete code under which the court can sanction a scheme containing all the alterations required in the structure of the company for the purpose of carrying out the scheme, except reduction of share capital which requires a special procedure to be followed by virtue of Rule 85 of the Companies (Court) Rules. In the absence of Rule 85, procedure for alterations in the memorandum and articles of association of a company prescribed under other provisions of the Companies Act is not required to be followed before sanctioning a scheme involving such alterations. In the absence of Rule 85, procedure for alterations in the memorandum and articles of association of a company prescribed under other provisions of the Companies Act is not required to be followed before sanctioning a scheme involving such alterations. The whole purpose of Section 391 is to reconstitute the company without the company being required to make a number of applications under the Companies Act for various alterations which may be required in its memorandum and articles of association for functioning as a reconstituted company under the scheme. 11. The Bombay High Court following the dictum of the Gujarat High Court in the matter of PMP Auto Industries Ltd. In re [1994] 80 Comp Cas 289 held as under (page 299) : Thus, the position in law appears to be clear. Section 391 invests the court with powers to approve or sanction a scheme of amalgamation/arrangement which is for the benefit of the company. In doing so, if there are any other things which, for effectuation, require a special procedure to be followed--except reduction of capital--then the court has powers to sanction them 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 requisites for effectively implementing the scheme which is sanctioned by the court. Not only is Section 391 a complete code as held by the courts, but in my view, it is intended to be in the nature of a single window clearance system to ensure that the parties are not put to avoidable, 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 under Section 394 of the Act. 12. The Uttaranchal High Court and the Madras High Courts in the matters of jindal Photo Ltd., In re [2005] 65 CLA 246 and W. A. Beardsell and Co. Ltd. and Mettur Industries Ltd., In re [1968] 38 Comp Cas 197 have also held to the same effect. 12. The Uttaranchal High Court and the Madras High Courts in the matters of jindal Photo Ltd., In re [2005] 65 CLA 246 and W. A. Beardsell and Co. Ltd. and Mettur Industries Ltd., In re [1968] 38 Comp Cas 197 have also held to the same effect. After carefully reading the observations of different High Courts made in the aforesaid matters, with which I concur, and applying the same to the facts of the present case, I have no hesitation to hold that the objection raised by the Regional Director in his affidavit dated July 8, 2005, that the memorandum of association of the transferee company is required to be amended by passing a special resolution has no substance and is thus, rejected. 13. Now adverting to the merits of the scheme, suffice it to say that the same having been accepted by all concerned and the liabilities of the transferor and the transferee companies being well defined in the scheme of amalgamation, annexure P1, there appears to be no reason for not granting sanction of this Court. After issuance of notices and publication, none has appeared to object to the sanctioning of the scheme nor any objection has been received otherwise. This court is, therefore, satisfied that all the requisite statutory procedure contemplating the scheme of amalgamation has been complied with. The whole requisite material as specified under the proviso to Sub-section (2) of Section 391 of the Act has been placed before this Court both by the transferor company and the transferee company. The proposed scheme is not violative of any provision of law nor it is contrary to public policy, I am further of the view that the creditors or the class of creditors, have been acting bona fide and in good faith. It is the specific stand of both the companies as highlighted in the scheme of amalgamation, annexure P1 that amalgamation will improve the financial structure and cash flow management of the transferee company, which combining the manufacturing strengths and reserves of the transferor company. The transferor company has two equity shareholders and the transferee company also has two shareholders. All of them have approved the scheme of amalgamation annexure P1 and have given their consent to the same. The transferor company has two equity shareholders and the transferee company also has two shareholders. All of them have approved the scheme of amalgamation annexure P1 and have given their consent to the same. The transferor company has no secured creditor whereas the transferee company has only one secured creditor, namely, Sundaram Finance Ltd. which has also given its consent vide letter dated January 24, 2005, annexure P11 with Company Petition No. 28 of 2005 wherein it is clearly stated that "we hereby record our approval and consent to the scheme. 14. In view of the above, the scheme of amalgamation, annexure P1 is hereby sanctioned. It is thus, ordered that the transferor company shall stand dissolved without the process of winding up and amalgamated with the transferee company. The order of sanctioning the scheme shall be duly notified by public notice in the English daily The Tribune, Hindi daily Punjab Kesri and the Punjab daily The Ajit as well as in the Haryana Government Official Gazette, within 30 days. The official liquidator shall be entitled to Rs. 1,000 as expenses from the transferee company. 15. Any person interested shall be at liberty to approach this Court in the abovenoted matter for any directions that may be necessary. 16. Let a formal order be drawn up in accordance with law. 17. Copy of the order be given dasti to counsel for the petitioner-companies as well as to the official liquidator on payment of usual charges.