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2013 (5) TMI 465 - HC - Companies LawValidity of the scheme of amalgamation sanctioned - Held that:- Scheme was sanctioned in the year 2004 and has in fact being implemented in 2004 itself and majority of the shareholders whose shares were acquired under the scheme have already accepted their money and it is only the present appellant who possesses only 0.001% of the shareholding is approaching to the court for rejecting the scheme. A shareholder holding only 0.001% shares cannot be permitted to hold the company to ransom where 99% of the shareholders have accepted the scheme and the majority of the remaining shareholder comprising 1% have accepted the scheme and taken the moneys in lieu of their shares. Much water has flown under the bridge for this court now to interfere with the scheme of amalgamation/arrangement. The scheme has been examined by the Company Court not only at the time when it was sanctioned in 2004 but also at the time of the passing of the impugned order. The company Court has found the scheme to be reasonable bona fide and not unjustified. Thus no reason to take a contra view to the view taken by the Single Judge. As present appeal has been filed under section 483 of the Companies Act which forms part of Part – VII of Chapter – II which deals with winding up of a company but in the present case, we are concerned with a scheme of amalgamation/ arrangement which would be governed by Part – VI, Chapter – V dealing with Arbitration, Compromises, Arrangements and Reconstructions. In fact, u/s 391 of the Companies Act there was earlier a provision of appeal under sub-section (7) which since stands deleted without creating a corresponding provision for appeal. The present appeal has been filed impugning the order dismissing the application seeking recall of the sanction of the scheme which would virtually amount to being an appeal against the order of review - no infirmity in the impugned order and the appeal being devoid of merit is accordingly dismissed.
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