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2013 (2) TMI 495 - HC - Companies LawModification of the scheme of amalgamation - scheme was sanctioned by this court under sections 391 and 394 of the Companies Act for amalgamation of ICCL into IMFA – After sanction of the scheme ICCL was dissolved without being wound up - petition under section 392 was filed to modify the scheme of arrangement and amalgamation - by confirming the reduction of share capital of IMFA, by cancellation of 3,49,466 equity shares of Rs. 10 each presently held by the erstwhile ICCL Shareholders Trust – Held that:- Modification is sought for cancellation of 3,49,466 equity shares of IMFA which have not been accepted by the small shareholders of erstwhile ICCL offered to them at a discount of 50 per cent. - This situation was not conceived at the time of framing the said scheme and, therefore, this situation has arisen during the working of the scheme. No objection has been received from any person to the modification sought in this petition. The shareholders to whom the said shares were to be offered under the scheme have not accepted the same despite reminders as aforesaid. Further, since the consequent reduction of capital does not involve either the diminution of liability in respect of unpaid share capital or the payment to any shareholder of any paid-up share capital, the interest of creditors of IMFA are not affected. The modification sought in this petition is merely a small portion of the scheme and does not involve any substantial modification of the scheme – This does not affect the interest of any shareholder of either the erstwhile shareholder of ICCL or IMFA or creditor of IMFA adversely and there cannot be any possible objection to the same. As decided in S. K. Gupta's case [1979(1)TMI 195 – SC], the company court has been conferred power of widest amplitude under section 392 not only to give direction but to make such modifications in the scheme as the court may consider necessary and the only limit on the power of the court being that such directions can be given and modifications can be made for the proper working of the scheme - petition is allowed and the scheme sanctioned modified to the extent that 3,45,466 equity shares -consequent reduction of share capital of IMFA to the above extent is confirmed – In favour of petitioner.
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