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2013 (2) TMI 10 - HC - Companies LawScheme of amalgamation - whether a Company Judge was not competent enough to direct Central Government to carry on investigation and that too, by a named agency? - Learned Judge directed payment of cost of rupees seventeen thousand - Held that:- From the orders discussed it is found that the matter appeared from time to time before the single Judge on various occasions when Central Government did appear and object to the said petition being allowed. Appeal being a continuation of the original proceeding, was also unsuccessful and the Central Government was dragged to the Court of appeal. Taking a sum total of the situation, His Lordship directed payment of cost of rupees seventeen thousand.Thus the cost of rupees seventeen thousand would be paid within two weeks from date. Rupees eight thousand five hundred should be paid to the Central Government whereas the balance sum of rupees eight thousand five hundred be paid to the State Legal Service Authority, West Bengal. As at the admission stage the order of restraint stayed subject to the assurance of the appellants that they would not suppress the orders of this Court passed in these proceedings in case any subsequent scheme was brought. The order of restraint passed by His Lordship restraining the appellants from moving an identical application for five years, is set aside. The appellants would however be obliged to state in detail, the sequence of events resulting in disposal of this appeal and would annex all orders in the present proceeding passed by the learned single Judge as well as by the Division Bench from time to time. The Central Government’s objection was consistent. The Central Government made queries. They did have the expertise to verify answer to such query. They were within their right to insist upon clarification being made on the issues raised by them. It is true, the Court should either allow a scheme of amalgamation or reject the same, if not satisfied. Such question however, may not be germane herein as the appellants did not proceed further. They withdrew the scheme. The learned Judge directed investigation at a stage as when the appellants were proceeding with their scheme. Thus once the investigation was directed that must come to a logical conclusion. The direction for continuation of the proceeding for investigation is upheld to the extent, Central Government would be free to choose the agency through whom they would carry on such investigation and would be free to take any step as it may be found appropriate in this regard. The direction for continuation of such investigation must be treated as a declaration under Section 237(a)(ii) of the Companies Act 1956 and not a mandate upon the Central Government to carry on such investigation.
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