TaxTMI 
TaxTMI 
2008 (4) TMI 497
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....hareholders of petitioners Nos. 1 to 4 and 8. Advertisements were issued in the respective dailies intimating all shareholders the dates of the meetings. Meetings of the shareholders of both petitioners Nos. 1 to 4 and 8 were held under the chairmanship of the chairpersons appointed by this hon'ble court. Meetings of the petitioners Nos. 5, 6 and 7 were dispensed with pursuant to the order passed. The schemes were put to vote and were passed unanimously without any modification. This will appear from the report of the chairperson filed in respect of the petitioner companies. Thereafter, once again advertisements were issued in the dailies with notice to the Central Government. It is after the second round of advertisements that an affidavit....
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....holding company being increased beyond the permissible limits. The seventh objection raised is with regard to the insufficiency of the authorised share capital of the transferee company for allotment of shares. The eighth objection raised is with regard to the increase of share capital without payment of fees to the Registrar and adjustments which should be made as per the accounting standards prescribed by the Institute of Chartered Accountants of India, New Delhi. Therefore, for all the said reasons the scheme of amalgamation and the scheme of arrangement ought not to be sanctioned. Petitioner's reply: Counsel for the petitioner submits that all requirements of section 391(1) and section 391(2) have been complied with. Adve....
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....ders who are astute businessmen, and can be no reason for non -sanctioning the scheme of arrangement. It is a matter of revenue and will attract the provisions of the Income-tax Act. For the said proposition reliance is placed on A. W. Figgis and Co. P. Ltd., In re [1980] 50 Comp Cas 95 (Cal) and Miheer H. Mafatlal v. Mafatlal Industries ltd. [1996] 87 Comp Cas 792 (SC). As regards the second objection details of Estates A, B and C have been set out in paragraph 9 of the said scheme. It has been specifically stated that the assets and liabilities shall be taken as per the book value. The explanatory statement has specifically informed all the shareholders that the valuation report was open for inspection along with other documents. There....
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....ection. In respect of objection No. 6 there is no challenge to the valuation report or the method of valuation. Upon sanctioning of the said scheme, application will be filed under clause 40A of the listing agreement for appropriate directions from SEBI. As regards objection No. 7 the petitioners are agreeable to increase the authorised share capital of the transferee company to enable allotment of shares. The eighth objection is not sustainable in view of the decision in APOT No. 542 of 2007 (Areva T & D India Ltd. v. Union of India [2008] 144 Comp Cas 311 (Cal)) which has held that the authorised share capital can be increased without payment of fees to the Registrar. The petitioner is agreeable to maintain its books of account a....
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.... reported in Madhu Intra Ltd. v. Registrar of Companies [2006] 130 Comp Cas 510 (Cal), which construed transfers by Amalgamation/arrangement beyond the purview of the Transfer of Property Act, the fourth objection cannot be sustained. The application for confirmation was filed in June, 2007 and the audited balance-sheet for 2007 was approved in September, 2007. Therefore, the audited balance-sheet for March 31, 2006, was the only audited balance-sheet available and the same was also open for inspection, therefore, it cannot be said that the details of assets and liabilities were not known to the shareholders. The fifth objection accordingly is rejected. As the valuation report has not been challenged nor has the method of valuation be....