Appointed date in amalgamation scheme cannot be altered without cogent reasons; unjustified modification was set aside.

A Company Court may modify a proposed amalgamation or compromise scheme, but only for cogent reasons. In this matter, the Gujarat HC found no justification for changing the appointed date from 1 April 2008 to 1 April 2009, because the alteration could affect the scheme's calculations and financial consequences. The modification was therefore set aside, and the scheme of amalgamation was sanctioned in the form proposed by the parties.

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Issues: Whether the Company Court was justified in modifying the appointed date proposed in the scheme of amalgamation while sanctioning the scheme.

Analysis: The Court held that although the Company Court has discretion to modify a proposed scheme of compromise or arrangement, such discretion must be exercised for cogent reasons. The modification of the appointed date from 1 April 2008 to 1 April 2009 was found to be without justification and capable of affecting the calculations and financial implications arising under the scheme.

Conclusion: The modification of the appointed date was set aside and the scheme of amalgamation was sanctioned as proposed.

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