2016 (3) TMI 1467

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.... company and transferee company respectively. 4. Learned counsel for the petitioner has placed reliance upon MIHEER H.MAFATLAL V. MAFATLAL INDUSTRIES LIMITED [1996(87) Company Cases 792] , NEBULA MOTORS LIMITED [2003(5) ALD 327] and ANDHRA BANK HOUSING FINANCE LIMITED V. M/S ANDHRA BANK [2002(3) ALD 654] to explain the jurisdiction of this Court under Sections 391 and 394 of the Act. 5. The gist of the case is as follows: 6. The transferor company was incorporated for carrying on the business as manufacturers, dealers, distributors, buyers and sellers, resellers, retailers, importers, exporters and agents for all types of pharmaceuticals, bulk drugs, basic drugs, pesticides, intermediates etc. The transferee company has substantially sam....

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....ed to cause publication of notice of scheme of amalgamation in Business Standard (English) and Andhra Prabha (Telugu) daily newspapers of Hyderabad Main editions. 10. The petitioner submits that notices on the statutory authorities were served and the advertisement was published in the newspapers on 06.02.2016. On 11.03.2016, the Regional Director, South East Region, Ministry of Corporate Affairs, Hyderabad filed report. On 22.03.2016, the Official Liquidator has filed the report on the scheme of amalgamation under consideration. 11. Learned counsel for the petitioner submits that the transferor and transferee companies are wholly subsidiary and holding companies respectively. No secured creditors in the transferor company but there are t....

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....of law and is not contrary to public policy. For ascertaining the real purpose underlying the scheme with a view to be satisfied on this aspect, the Court, if necessary, can pierce the veil of apparent corporate purpose underlying the scheme and can judiciously xray the same. (7) That the Company Court has also to satisfy itself that members or class of members or creditors or class of creditors, as the case may be, were acting bona fide and in good faith and were not coercing the minority in order to promote any interest adverse to that of the latter compromising the same class whom they purported to represent. (8) That the scheme as a whole is also found to be just, fair and reasonable from the point of view of prudent men of business....