A scheme of Merger of Happy Limited with Lucky Pvt. Ltd. was filed with the National Company Law Tribunal (NCLT). The Regional Director raised objections that the additional filing fees and stamp duty on the increased sh

The intention of section 230(7) of the Companies Act, 2013 is to reconstitute the company without being required to make a number of applications under the Companies Act, 2013 for various alternatives which may be required in the Memorandum of Association and Articles of Association of the company for functioning as reconstructed company under the scheme under section 230 of the Companies Act, 2013. It is intended to be used as a single window clearance. It has been held in various cases that not only section 230 of the Companies Act, 2013 (previously section 391 of the Companies Act, 1956) is a complete code, it is intended to be used as a 'single window clearance system' to encourage that parties are not put to avoidable unnecessary procedure of making repeated applications to the Tribunal (previously court), for various other alternatives or changes which might be ordered effecting to implement the sanctioned scheme, whose overall fairness and feasibility have been judged by the NCLT under section 230 of the Companies Act, 2013 (previously section 394 of the Companies Act, 1956). The authorised share capital could be clubbed and additional fees may not be required to be paid and processes which are applicable for the change of name [section 13(2) of the Companies Act, 2013] could be duly made under section 230 of the Companies Act, 2013 by the power vested with the NCLT. The power to approve the scheme along with the change of name of company lies with the NCLT under section 230(7) of the Companies Act, 2013. So, the objection of Regional Director will not hold good. Case law In Jaypee Cement Limited v. Jayprakash Industries Limited [2004] 2 Comp LJ 105 (All)/ [2004] XXXIVCS LW 50 the Allahabad High Court held that the combining of the authorised share capital of the transferor company with that of the transferee company resulting in increase in the authorised share capital of the transferee company does not require the payment of registration fee or the stamp duty because there is no reason why the same fee should be paid again by the transferee company on the same authorised capital.