Home Case Index All Cases Companies Law Companies Law + HC Companies Law - 2013 (6) TMI HC This
Forgot password New User/ Regiser ⇒ Register to get Live Demo
2013 (6) TMI 325 - DELHI HIGH COURTScheme of arrangement / amalgamation - prayer for winding up since the transfree company felt that scheme is unworkable - failure to discharge the obligation under the scheme - held that:- The specific absence of the distribution network and the decryption code of the STBs answers the argument of the learned senior counsel for the appellant that this distribution network and the decryption code of the STBs did not form a part of the undertaking which was to be transferred by the transferor company to the transferee company. The Court cannot add terms to the scheme which did not exist in the original sanctioned scheme. The powers of the Court are limited to giving directions which it considers necessary for the proper working of the compromise or arrangement and in the course of these directions it may only make such modifications in the said compromise or arrangement which are necessitated for the proper working of the said compromise or arrangement. It is not within the domain of the Court to read terms which were explicitly sought to be excluded under the sanctioned scheme. The Court in the present case has nowhere returned a conclusion that the scheme was unworkable. The terms of the scheme as is evident from para 13 (Company Petition No.20 of 2011) details the benefits which had accused to the transferee company. - These benefits had already accrued to the transferee company. The appellant has also acted upon the scheme. Under section 392(2) of the said Act the Court will not pass an order for winding up on the basis of a mere allegation without any particulars; merely on a bald submission that the scheme as sanctioned has become unworkable would not lead to the passing of a winding up order. - petition dismissed with cost quantified at Rs.25,000/-.
|