TaxTMI 
TaxTMI 
1997 (5) TMI 343
X X X X Extracts X X X X
X X X X Extracts X X X X
....or make arrangements with creditors and members.-(1) Where a compromise or arrangement is proposed- (a)between a company and its creditors or any class of them; or (b)between a company and its members or any class of them; the Court may, on the application of the company or of any creditor or member of the company, or, in the case of a company which is being wound up, of the liquidator, order a meeting of the creditors or class of creditors, or of the members or class of members, as the case may be, to be called, held and conducted in such manner as the Court directs. (2) If a majority in number representing three-fourths in value of the creditors, or class of creditors, or members, or class of members, as the case may be, prese....
X X X X Extracts X X X X
X X X X Extracts X X X X
....tion of the company. (5) If default is made in complying with sub-section (4); the company, and every office of the company who is in default, shall be punishable with fine which may extend to ten rupees for each copy in respect of which default is made. (6) The Court may, at any time after an application has been made to its under this section, stay the commencement or continuation of any suit or proceeding against the company on such terms as the Court thinks fit, until the application is finally disposed of. (7) An appeal shall lie from any order made by a Court exercising original jurisdiction under this section to the Court empowered to hear appeals from the decisions of that Court, or if more than one Court is so empowered, t....
X X X X Extracts X X X X
X X X X Extracts X X X X
....he purposes of, or in connection with, a scheme for the reconstruction of any company or companies, or the amalgamation of any two or more companies; and (b)that under the scheme the whole or any part of the undertaking, property or liabilities of any company concerned in the scheme (in this section referred to as a 'transferor company') is to be trans-ferred to another company (in this section referred to as the 'transferee company'); the Court may, either by the order sanctioning the compromise or arrangement or by a subsequent order, make provision for all or any of the following matters:- (i)the transfer to the transferee company of the whole or any part of the undertaking, property or liabilities of any transferor company; ....
X X X X Extracts X X X X
X X X X Extracts X X X X
.... of the company have not been conducted in a manner prejudicial to the interest of its members or to public interest. (2) Where an order under this section provides for the transfer of any property or liabilities, then, by virtue of the order, that property shall be transferred to and vest in, and those liabilities shall be transferred to and become the liabilities of, the transferee company; and in the case of any property, if the order so directs, freed from any charge which is, by virtue of the compromise or arrangement, to cease to have effect. (3) Within (thirty) days after the making of an order under this section, every company in relation to which the order is made shall cause a certified copy thereof to be filed with the R....
X X X X Extracts X X X X
X X X X Extracts X X X X
....g referred to as the amalgamating company or companies and the company with which they merge or which is formed as a result of the merger, as the amalgamated company) in such a manner that- (i)all the property of the amalgamating company or companies imme-diately before the amalgamation becomes the property of the amalgamated company by virtue of the amalgamation; (ii)all the liabilities of the amalgamating company or companies imme-diately before the amalgamation become the liabilities of the amal-gamated company by virtue of the amalgamations; (iii)shareholders holding not less than nine-tenths in value of the shares in the amalgamating company or companies (other than shares already held therein immediately before the amalgamati....