( 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. 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, learne