Judgment :- 1. Accel Frontline Services Limited (hereinafter called as the transferor company) is the petitioner in C.P.No.124 of 2012. It was originally incorporated in the State of Karnataka on 6.12.1995 as M/s.XLNC Info Tech Solutions Private Limited under the provisions of the Companies Act, 1956. The name of the company was subsequently changed to Accel Frontline Service Private Limited on 5.8.2008. Thereafter, it became a deemed public company on 2.6.2009 under Section 43 A of the Companies Act, 1956. In 2010, its Registered Office was shifted from Karnataka to be located at No.75, Nelson Manickam Road, Aminjikarai, Chennai-29, which comes within the jurisdiction of this court. A copy of the Memorandum and Articles of Association of the transferor company has been filed as Annexure 1. The authorised share capital of the transferor company is Rs.3,00,00,000/- divided into 30,00,000/- equity shares of Rs.10/- each. The issued, subscribed and paid-up share capital of the transferor company is Rs.2,50,00,000/-comprising of 25,00,000 equity shares of Rs.10/-each. A copy of the audited account of the transferor company for the period ending with 31.03.2011 as approved by its shareholders has been produced as Annexure 2. 2. Accel Frontline Limited (hereinafter called as transferee company) originally known as Accel Computers Limited was incorporated under the Companies Act, 1956 in the State of Tamil Nadu on 8.6.1995. The name of the transferee company was subsequently changed as Accel ICIM Systems and Services Limited on 21.10.1999 and further changed as Accel ICIM Frontline Limited on 27.8.2004 and changed as Accel Frontline Limited on 3.11.2005. A copy of the Memorandum and Articles of Association of the transferee company has been produced as Annexure I. The Registered office of the transferee company is at Plot No.75, Nelson Manickam Road, Aminjikarai, Chennai 600 029. Its authorised share capital is Rs.30,00,00,000/-comprising of 3,00,00,000 equity shares of Rs.10/- each. The issued, subscribed and paid-up share capital of transferee company is Rs.22,50,90,000/-comprising of 2,25,09,000 equity shares of Rs.10/- each. A copy of the audited account of the transferee company for the period ending with 31.03.2011 as approved by the shareholders has been produced as Annexure 2. 3. Now, by the proposed Scheme, the transferor company is sought to be amalgamated with the transferee company. The Scheme of Amalgamation proposed has been produced as Annexure 4. A copy of the audited account of the transferee company for the period ending with 31.03.2011 as approved by the shareholders has been produced as Annexure 2. 3. Now, by the proposed Scheme, the transferor company is sought to be amalgamated with the transferee company. The Scheme of Amalgamation proposed has been produced as Annexure 4. The Board of Directors of the transferor company and the Board of Directors of the transferee company in the meeting held on 10.11.2011 have approved the Scheme of Amalgamation and the resolutions approving the Scheme of Amalgamation by the Directors of the transferor company and transferee company respectively are annexed as Annexures 5 in both the petitions. 4. After the Scheme of Amalgamation was approved by the respective Boards of Directors, transferor company has approached this court with Comp.Appln.No.160 of 2012 for dispensing with the convening and holding of meeting of its equity shareholders to consider the Scheme of Amalgamation with or without modification. All the seven equity shareholders of the transferor company had expressed their consent for the implementation of the Scheme of Amalgamation and the affidavits expressing their consent have been produced as Annexure 8 in C.P.No.124 of 2012. In view of the same, this court passed an order on 14.2.2012 dispensing with convening and holding of the meeting of the equity shareholders of the transferor company. 5. So far as the transferee company is concerned, an application was filed in Comp.Appln.No.159 of 2012 for convening and holding the meeting of its equity shareholders of the applicant company. By an order of this court dated 14.2.2012, such meeting was convened on 22.3.2012 under the Chairmanship of Thiru.N.R.Panicker, Managing Director of the said company. In the said meeting, necessary resolution approving the Scheme of Amalgamation without any dissent came to be passed as revealed by the report of the Chairman of the meeting filed along with C.P.No.125 of 2012. The transferee company is a listed company and hence it has obtained No Objection from the National Stock Exchange and Mumbai Stock Exchange for the proposed scheme of amalgamation and the same have been produced as Annexure 9 in C.P.No.125 of 2012. 6. Both the transferor and transferee company are engaged in the business of I.T. Services. While the transferor company is engaged in back office services, the transferee company is engaged in on-site I.T. Services. 6. Both the transferor and transferee company are engaged in the business of I.T. Services. While the transferor company is engaged in back office services, the transferee company is engaged in on-site I.T. Services. The transferor company has seven shareholders including the transferee company. The transferee company holds 98% of the paid-up capital of the transferor company and one Mr.R.Ganesh holds the balance 2% of the paid-up share capital of the transferor company. It has been stated in the petitions that the merger would provide consolidation and rationalising the activities of the transferor and transferee companies and will also result in enhanced focus on the common I.T. business. It has also been stated that the proposed scheme of merger of the transferor company with the transferee company will be in the interest and to the best advantage of the shareholders and creditors of both the companies. 7. The Regional Director, Ministry of Corporate Affairs, Chennai has, in his affidavit dated 17.7.2012, raised an objection to the effect that payment of additional filing fee and stamp duty is required as the amalgamation of the companies will result in increasing the authorised share capital of the transferee company. As rightly argued by the learned counsel for the petitioner in both the petitions, the issue of payment of additional filing fee and stamp duty in the case of amalgamation of two companies is already raised and decided by the Division Bench of our High Court in the judgment reported in (2008) 141 Comp Cas 475 (Mad) (Regional Director and another v. Cavin Plastics and Chemicals P. Ltd), wherein, the Division Bench has answered the issue in the negative and held in para 12 as follows: "12. We have also gone through the decision of the Calcutta High Court in Areva T and D India Ltd., In re (2007) 138 Comp Cas 834, relied upon by the appellant. In the said judgement, the Calcutta High Court has held that the right to increase its paid up capital to its authorised limit, is a right unique to each company and incapable of being transferred, just as the fee paid for registration of the company is also incapable of being transferred and consequently, a separate fee would be payable under section 95 read with section 97 of the Act. We are unable to agree with the reasoning of the learned single judge. We are unable to agree with the reasoning of the learned single judge. The issue is not whether the fee, which is already paid by the transferor company would automatically be transferred to the transferee company. But, what is intended by section 391 of the Act 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 the articles of Association for functioning as a reconstituted company under the Scheme. Not only is section 391 of the Act a complete code in itself, but it is intended to be in the nature of a single window clearance". Following the said decision, the learned Brother Judge of our High Court in the judgment reported in (2009) 152 Comp. Cas 148 (Mad) (Convansys (India) P. Ltd, In re, FCG Softward Services (India) P. Ltd., In re and Computer Sciences Corpn. India P. Ltd, In re), is also pleased to reject such contention and ordered the petitions as prayed for. Thus, the objection raised by the Regional Director is answered as per the decision referred to above, in favour of the petitioner in both the petitions. 8. Publications were already effected in pursuance of the order of this court dated 27.4.2012 and so far no objections have been received from any quarters. Pursuant to the order of this court dated 27.04.2012, the Official Liquidator has also submitted a report to the effect that the affairs of the transferor company have not been conducted in a manner prejudicial to the interest of its members or the public interest and that there are no investigation or proceedings pending against the transferor company or the transferee company under sections 235 to 251 or any other provisions of the Companies Act, 1956. It has also been stated that the directors of the transferor company have not committed any misfeasance, diversion of funds etc. attracting provisions under Sections 542/543 of the Companies Act, 1956 and they have not acted against the interest of the company, shareholders or stake holders of the transferor company. 9. This Court perused the Scheme of Amalgamation filed by the petitioner in both the petitions and finds no objectionable feature, which is detrimental either to the employees, members or creditors of both the transferor or transferee companies. 9. This Court perused the Scheme of Amalgamation filed by the petitioner in both the petitions and finds no objectionable feature, which is detrimental either to the employees, members or creditors of both the transferor or transferee companies. The Scheme is not violative of any statutory provisions. The scheme is also fair, just, sound and is not against any public policy or public interest. All the statutory provisions are complied with. 10. Consequently, there shall be an order, approving the Scheme of amalgamation of the transferor company M/s.Accel Frontline Services Limited, the petitioner in C.P.No.124/2012 with the transferee company M/s.Accel Frontline Limited, the petitioner in C.P.No.125/2012 with effect from 01.04.2011 and both the petitions are allowed, in terms of the order passed by this Court. The transferor company shall stand dissolved without being wound up. The necessary formalities, if any, are to be complied with, within 30 days from the date receipt of a copy of this order. The fee for the counsel for the Ministry of Corporate Affairs is fixed at Rs.2,500/-.