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2015 (10) TMI 91 - HC - Companies LawSanction of Scheme of Arrangement - In the nature of arrangement or Slump Sale - Requires sanction under Section 391 to 394 or falling within the purview of Section 293 and Section 180 and requires no sanction – Appointed date be shifted to 1St April, 2014 from April 1, 2013 or the date of sanction of scheme – Held That:- even in a case of a slump sale, the provisions of sections 391 to 394 stand attracted requiring the approval of the company court. - the same would stand attracted by sections 391 to 394 of the Act requiring the approval of the court. The Circular narrates that the objections raised by the Regional Director for filing of the accounts for the subsequent year being mandatory in terms of section 211 does not imply that the appointed date requires to be shifted to the date on which the scheme is approved. Under these circumstances, in view of the clarification by the Department of Company Affairs, the said objection cannot be sustained. The transferor company has already filed a petition before the High Court of Madras wherein by the order dated July 31, 2014, in Company Petition No. 2 of 2014, the scheme was sanctioned. It cannot be said that the affairs of the petitioner's-company were conducted in a manner that is prejudicial to the interest of the public. The Competition Commission of India has approved the scheme. The scheme proposes the hive off the transferred undertaking of the petitioner-company into Enrica, the transferee company, by way of a slump sale on a going concern basis. The same would be in the interest of the creditors of the petitioner-company and its shareholders. The scheme requires to be sanctioned. Hence, the petition is allowed. - Decided in favour of the Petitioner.
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