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2012 (8) TMI 250 - GUJARAT HIGH COURTPetition for sanction of a Scheme of Arrangement - Held that:- Transfer of authorised capital and consequent increase in the share capital of the Resultant Company has been undertaken under Section 391 to 394 of the Companies Act, which are a complete code. Thus, having duly complied with the provisions of Section 391 to 394 and obtained due consent from the shareholders and creditors, the Petitioner Companies viz., the Demerged Company and the Resulting Company have duly adhered to the provisions of the Act - the Transferor Company/Demerged Company has increased its authorised share capital after having duly complied with the provisions of the Act and the Bombay Stamp Act, 1958 and payment of registration charges and stamp duty. Reconstruction entails business-wise bifurcation, which is within the purview of the arrangements contemplated under Sections 391 to 394 of the Companies Act and the same is permissible - Once the Scheme of Arrangement falls squarely within the four corners of this section, it can be sanctioned, even if it involves doing acts for which the procedure is specified in other sections of the Companies Act - Having once duly paid the amounts on periodic increases in share capital, further duty and charges cannot be levied when part of the same share capital becomes the share capital of the Resulting Company by effect of law - that none of the objections raised by the Regional Director are sustainable - Scheme of arrangement / demerger is allowed.
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