9911796707
TMI Blog1997 (10) TMI 352X X X X Extracts X X X X X X X X Extracts X X X X ..... efore the High Court at Calcutta under sections 391 and 393 of the Companies Act, 1956, for convening meetings to approve a scheme of arrangement between the appellant and Hari Brothers (P.) Ltd., as also three subsidiaries of the appellant. The High Court directed meetings to be called and, based on the result thereof approving the proposed scheme, a company petition (Company Petition No. 344 of ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... e appellant were allotted to the erstwhile shareholders of the transferor-company, the income-tax returns were merged, the transferor-company's property was sold, and so on. 4. On 5-5-1989, the impugned order was passed by a Division Bench of the High Court. It refers to the affidavit in opposition to the scheme filed by the respondent before the learned company judge wherein it was stated that t ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... he contention of the respondent in its affidavit in opposition to the .scheme was to use the words of the Division Bench 'to avoid the relevant taxes payable under the various provisions of law'. It is very difficult to appreciate how the learned company judge could have considered such a contention if such contention was not canvassed at the Bar on behalf of the respondent and no factual material ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... sed would cause 'great hardship to the shareholders and others'. The Division Bench recorded this, but brushed it aside on the basis that it was not a ground for not setting aside the order of the learned company judge which was passed without proper applica- tion of mind. The Division Bench, sitting in appeal over that order, could not but have been mindful of the fact that the erstwhile sharehol ..... X X X X Extracts X X X X X X X X Extracts X X X X
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