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2018 (4) TMI 1778 - NATIONAL COMPANY LAW TRIBUNAL, CHENNAIApproval of scheme of amalgamation - convention of meeting of the shareholders of the Transferor Company-I and the meeting of the shareholders of the Transferor Company-I was convened and scheme was approved by the majority of the shareholders - HELD THAT:- It is a fact that the notices have been issued to all the statutory authorities and except the Regional Director, the Income Tax Authorities have not submitted any objections to the Scheme. It is also a fact that the Transferee Company is going to record the cancelled portion of the capital to capital reserve and there is no repayment to the shareholders whose shares are cancelled. It is also on record that the Objector does not possess the requisite qualification to oppose the Scheme as envisaged in the provisions of section 230(4) of the Companies Act, 2013. Taking in consideration of the shareholders whose shares are cancelled this Tribunal directed the Transferee Company to consider to make payment to the shareholders whose shares were cancelled in terms of respective clauses of the scheme and on the intervention of this Tribunal, the Transferee Company accepted to make payment to the objector at the book value as on 01.04.2016, the appointed date, however, without prejudice to the submissions made on the locus standi of the objector - The scheme does not require any modification other than mentioned at para 16 above and the said scheme of Arrangement and Amalgamation appears to be fair and reasonable, not contrary to public policy and also not violative of any provisions of law, all the statutory compliances have been made under the Companies Act, 2013. The scheme of Arrangement and Amalgamation annexed with the petition is hereby sanctioned which shall binding on all the member, creditors and shareholders - Petition allowed.
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