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2008 (4) TMI 497 - HIGH COURT OF CALCUTTAAmalgamation - Compromise and arrangement - Held that:- The issuance of shares directly to the company will not amount to outright sale and at the most will attract the provisions of the Income-tax Act. Therefore the first objection is not sustainable. The second objection can also not been sustained as details of Estates A, B and C, the properties, book value and market value have been specified in the scheme. Particulars of the said will also appear from the valuation report which was open for inspection and no shareholder has complained against the valuation report or the details furnished. The third objection cannot be sustained as the valuation report has been prepared by a chartered accountant whose credentials have not been challenged. The valuation report has also not been challenged by any of the shareholder and there is no allegation against the chartered accountant and/or the valuation made. The court is to ensure that there is no malice or unreasonableness and the same does not appear in the instant case. The audited balance-sheet for March 31, 2006, was the only audited balance-sheet available and the same was also open for inspection, therefore, it cannot be said that the details of assets and liabilities were not known to the shareholders. Upon sanctioning of the scheme the applicants are directed to file appropriate application under clause 40A of the listing agreement in case of increase beyond the permissible limit. The applicants are ready and willing to increase the authorised share capital of the transferee company. Scheme allowed.
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