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2015 (2) TMI 1358 - MADRAS HIGH COURTSanction of Scheme of Amalgamation - Sections 391 to 394 of the Companies Act, 1956 - HELD THAT:- The Scheme states that there is no objectionable feature in the Scheme of Amalgamation detrimental either to the employees of the Transferor Company or of the Transferee Company. The said Scheme is not violative of any statutory provisions. The Scheme is fair, just, sound and is not against any public policy or pubic interest. No proceedings are pending under Sections 231 to 237 of the Companies Act, 1956. All the statutory provisions are complied with. It is apt and appropriate to point out that the Court is given wide powers under Section 391 of the Companies Act, 1956, to frame a Scheme for the revival of a Company. Section 391 is a complete Code under which the Court can sanction a Scheme containing all the alterations required in the structure of the Company for the purpose of carrying out the Scheme. In considering a Scheme under Section 391, the Court should be satisfied (1) that the statutory provisions are complied with, (ii) that the class affected by the Scheme has been properly represented and (iii) that the arrangement is such that a man of business would reasonably approve - the Scheme is passed through the procedure laid down under Section 391 of the Companies Act and approved by the majority of the shareholders, there do not exist any necessity to have a repeated compliance of the same in terms of Section 21 of the Companies Act, as amended as Section 13 of the 2013 Act. Application allowed.
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