TaxTMI 
TaxTMI 
2008 (4) TMI 498
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....s the meeting of the shareholders was held. At the said meeting the scheme was approved by the requisite majority without any modification. The said will appear from the chairperson's report of the transferor and transferee-companies. 3. Twenty-seven advertisements were published and from the explanatory statement it will appear that documents were open for inspection including the quarterly financial results as on June 30, 2006, September 30, 2006 and December 31, 2006, of the transferor-company. 4. As the shareholders have approved the scheme of amalgamation without any modification and as held in A.W. Figgis & Co. (P.) Ltd., In re [1980] 50 Comp. Cas. 95 (Cal.), the shareholders are the best judge of the fairness and reasonableness....
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....e 24 tea estates is nothing but an outright sale to avoid payment of stamp duty. Sale can be effected under section 293 of the Companies Act with the consent of the board of directors and therefore this method need not be adopted. 9. The second objection raised is that no provision for interest has been made in case of delay in payment. The shareholders will not benefit from payment made within a year from the effected date. There is also no provision in the scheme regarding utilization of Rs. 334 crores and there is every possibility of substantial reduction of the earnings of the transferor-company. 10. The third objection is that the scheme has not been passed by a majority as four shareholders have voted against the scheme. 11.....
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....the scheme becoming effective the transferee-company will take steps to increase its authorised share capital for allotment of shares to the transferor-company. Therefore, the objection raised is unfounded. 16. No allegation of fraud or any illegality in the scheme has been alleged by the shareholders. The said scheme has been approved at a meeting held by the chairpersons appointed by the court and transfer approved by shareholders as held in A.W. Figgis & Co. P. Ltd., In re (supra) ought to be respected. 17. It is the company's assets which are being transferred and the shareholders have no right in the assets of the company as long it is a going concern. A single window clearance is permitted as held in Maneckchowk Ahmedabad Mfg. C....
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....as been made by the shareholders and therefore the objection be rejected. The question of payment of stamp duty cannot arise in view of the decision in Madhu Intra Ltd. (supra). The shareholders have no right in the assets of the company as long as it is a going concern and a single window clearance is permitted as held in Maneckchowk & Ahmedabad Mfg. Co. Ltd., In re (supra) and PMP Auto Industries Ltd., In re (supra). For the said reasons the first objection be rejected. Section 6(e) of the Transfer of Property Act, 1882, is not applicable in transfer by court, therefore payment of stamp duty is not attracted. 20. With regard to the second objection clause 10.3 of the scheme of arrangement postulates payment to the transferor-company wi....
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....bjection cannot be sustained as North India Plantation Division was an undertaking of the transferor-company and has been shown as an asset of the transferor-company in its balance-sheet. 24. The sixth objection cannot be sustained in view of clause 10.3 of the scheme wherein the consideration has been mentioned and it is only if considered necessary for effective functioning of the transferee-company that additional assets may be transferred. Such transfer is also subject to terms and conditions agreed. This is contingent in nature and for the same provisions have been made and agreed by the shareholders. This can only be fixed on the happening of the event and not prior thereto. Therefore, this objection can also not be sustained and i....