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2013 (7) TMI 27 - HC - Companies LawScheme of amalgamation - jurisdiction of High Court of order investigation from a particular agency - duty and power of the high court while issuing directions - Held that:- Looking to the facts in full agreement with His Lordship, there would certainly be a justification to carry on investigation. If looking to the Income Tax Assessment order relied on by Mr. Mookherjee it would find, for the assessment year 2007-2008 the Company earned net profit for Rs.290/-. They suffered penalty. The total income that was assessed was Rs.3,400/- only and the company paid tax for Rs.1,046/-. Such an insignificant company proposed scheme of amalgamation involving crores through allotment of shares at a huge premium. However, His Lordship was perhaps not correct in either directing Director, Revenue Intelligence or the Reserve Bank of India. His Lordship was competent to issue direction under Section 237(a)(ii). His Lordship was right in sending the issue to the Ministry of Corporate Affairs being the appropriate authority of the Central Government. However, it is for the Central Government to decide which authority would investigate. Be that as it may, the report of SFIO would clearly show, despite being informed, the company did not appear. Hence, Mr. Mookherjee was not right in saying, opportunity was not given. There seems to be no irregularity. It is a fit and proper case for the Central Government to consider as to whether an investigation should be carried out by appropriate agency having authority in law followed by action that is permitted in law. Considering the backdrop, we do not feel it inclined to permit the appellant to proceed with the proposed scheme of amalgamation. Hence, the application for convening meeting of the shareholders treating the same as on the day’s list dismissed.
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