Allowed

M/s Raichem Life Sciences Private Limited v. -

Telangana HC31 Aug 2012CP/128/2012

Case brief

AI extract

What is this about?

A single petition filed by the wholly owned subsidiary was sufficient to seek sanction for a scheme of amalgamation with its holding company. The court held that while a meeting of creditors is discretionary, it is not mandatory if creditors' interests are unlikely to be adversely affected. The court sanctioned the amalgamation, finding it beneficial for shareholders, creditors, and employees, and in the public interest. No meeting of sundry creditors was required as substantial liabilities had been repaid, and all inter-corporate loans were from the holding company itself.

What did the court decide?

Sanctioned the scheme of amalgamation between the transferor company and the transferee company, subject to payment of stamp duty and registration with the Registrar of Companies within thirty days.

M/s Raichem Life Sciences Private Limited Vs - — Company and Corporate | Telangana HC (2012)

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THE HON’BLE SRI JUSTICE RAMESH RANGANATHAN

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COMPANY PETITION No.128 of 2012

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ORDER:

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This Company Petition is filed by M/s.Raichem Life Sciences Priva Limited (hereinafter called the “transferor company”) seeking sanction of th Court for the scheme of amalgamation under Sections 391 and 394 of t Companies Act, 1956 (for short, the Act).

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The petitioner is a private limited company incorporated under t provisions of the Act, and its registered office is at Hyderabad in the State Andhra Pradesh. The authorized share capital of the transferor company Rs.50.00 lakhs divided into 5.00 lakh equity shares of Rs.10/- each. issued, subscribed and paid up capital is Rs.41.00 lakhs divided in 4,10,000 equity shares of Rs.10/- each fully paid up. The objects for whi the transferor company was incorporated is to carry on business manufacturers, exporters, importers, processors, stockists, agents, bottle packers, drug process outsourcing and dealers of bulk drugs etc. T objects also include undertaking, conducting, carrying on or helping to ca on scientific research and developing clinical trials, contract researc diagnostic and other works in connection with any industry. For t financial year ending 31.03.2011, the accumulated losses of the transfe company was Rs.1,09,11,737/-.

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M/s Shilpa Medicare Limited (hereinafter called the “transfer company”) is a company incorporated under the Act and its registered offi is at Raichur in the State of Karnataka. The authorized share capital of t transferee company is Rs.8.00 crores divided into 4.00 crores equity shar of Rs.2/- each. The main objects of the transferee company is to carry business of manufacturers, traders, dealers, agents, suppliers, licenso licensees, importers, exporters, inventors and producers of drugs, bu drugs, pharmaceuticals etc., as also to carry on formulating, developin improving, designing, marketing, selling, franchising, exporting and licensi

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software and program products of all descriptions. For the year endi 31.3.2011, the transferee company made a profit after tax Rs.50,92,53,331/-.

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The transferor is a 100% subsidiary of the transferee company. S V.S.Raju, learned Counsel for the Transferor would submit that, as t transferor company is a wholly owned subsidiary of the transferee compan it would suffice if a single petition is filed by the transferor compa requesting this Court to sanction the scheme of amalgamation. This Co in the matter of M/s.NSL SEZ (Chennai) Private Limited, w M/s.Serene Estates Private Limited (order in C.P.No.211 of 2011, dat 22.03.2012) observed:-

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“On the question whether a single petition can be filed or whether two separate petitions are required to be submitted on behalf of both the transferor and the transferee companies, in a scheme of amalgamation of a 100% subsidiary with its holding company, there is nothing in Section 394 of the Act which requires an application to be made both by the transferor and the transferee companies separately as long as the proposed scheme is not prejudicial to the interests of the members of the company or to public interest. The Court is required, under the said section, to ascertain whether the proposed scheme is in any manner prejudicial to the interests of the members of each of the companies or to public interest. As long as the scheme, which is the same for both the transferor and the transferee companies, does not affect the rights of members of the transferee company or its creditors, and does not involve a reorganisation of the share capital of the transferee company, there is no need or necessity for the transferee company to file an application under Section 391 or 394 of the Act. (Andhra Bank

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Housing Finance Limited., In re .^[1] ) . Whether each one of the companies involved in the scheme should file a separate application, or whether both the companies can file a single application, is a matter of practice. The Act is silent on this aspect and the rules, framed under the Act, have not made any provision in this regard. (In

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re Nebula Motors Limite d^[2] ) . If the scheme of amalgamation is between a 100% subsidiary, and its holding company, then the scheme of amalgamation, if it otherwise satisfies the requirements, can be sanctioned without there being a corresponding application taken out by the transferee company. There is no further necessity for the transferee company to seek separately the sanction of the Scheme of Amalgamation of the transferor company with it. (In re

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M/s. Sreenivasa Pharma Private Limite d^[3] ; and In re M/s. Odyssey India Lt d^[4] ) .”

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It is evident, therefore, that where the transferee company holds the shares (100%) of the transferor company, a single petition would suffi and it is unnecessary that two separate petitions be filed both by t transferor and transferee companies. The law laid down in the judgmen aforementioned relate to cases where a 100% subsidiary is sought to merged with its holding company. The question whether a single petition would lie, in cases where less than 100% of the shares of the subsidiary held by the holding company, is left open for examination in an appropria case.

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Before sanctioning a scheme of arrangement, the Court must satisfied that the statutory provisions are complied with; in case a meetin of the members or a class of members or of the creditors or a class creditors, is called for, the class is fairly well represented; and the schem of arrangement is such as a man of business would reasonably approve. is the commercial wisdom of the parties to the scheme, who have taken informed decision about the usefulness and propriety of the schem supporting it by the requisite majority vote, that has to be kept in view by t Court. The Court would not act as a court of appeal and sit in judgment ov the informed view of the parties to the compromise as it has neither t expertise nor the jurisdiction to delve deep into the commercial wisdo exercised by the creditors and members of the company who have ratifi the scheme by the requisite majority. The Company Court’s jurisdiction that extent is peripheral and supervisory and not appellate. The supervis cannot ever be treated as the author or the policy-maker. The propriety a the merits of the compromise or arrangement has to be judged by the parti who as sui juris, with their eyes open and fully informed about the pros a cons of the scheme, arrive at their own reasoned judgment and agree to bound by such a compromise or arrangement. The Court cannot scrutini

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the scheme to find out whether a better scheme could have been adopted the parties. (Miheer H. Mafatlal v. Mafatlal Industries Lt d^[5] ) .

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When a scheme of amalgamation/merger of a company is plac before the Court for its sanction, the Court should, in the first instanc direct holding of the meetings in the manner stipulated in Section 391 of t Act. Company Application No. 766 of 2012 was filed by the transfe company requesting this Court to dispense with the convening of t meeting of its shareholders. In its order, in Company Application No.766 2012, dated 25.06.2012, this Court noted that there were only tw shareholders in the transferor company, and both of them had placed record their affidavits consenting to the proposed scheme of amalgamatio This Court held that, in view of the affidavits of the shareholders bei placed on record, it did not see any impediment in dispensing with t meeting of the shareholders.

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On the question whether, in a scheme of arrangement between t company and its members, a meeting of the creditors or a class of credito must be held, it is necessary to note that Section 391(1) enables the Cou on the application of a company or a creditor or a member of the compan to order a meeting of the creditors/or the members “as the case may be” be held and conducted in such manner as the Court directs. Under Secti 391(2), if a majority representing 3/4^th in value of the creditors or membe agree, in the meeting, to approve the compromise or arrangement, t scheme, on its sanction by the court, would be binding on all t creditors/members “as the case may be” and also on the company. T expression “as the case may be” finds place both in sub-sections (1) a (2) of Section 391. If the words “as the case may be” in Section 391(1) construed as requiring the Court to order the meeting of only the membe in a Scheme of arrangement between the Company and its members, a only a meeting of the creditors in a Scheme of arrangement between t Company and its creditors, then should the expression “as the case m be” in Section 391(2) not be read as to bind only the members where

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meeting of the members is held and the creditors where a meeting of t creditors is held? The safeguard in the provision, of ¾ the members creditors in value voting in the meeting to approve the scheme, is that t wishes of a majority of the class should prevail, and the dissenting minor of 1/4^th or less of the class should not be permitted to derail the scheme arrangement unless, of course, the Court, on examining the scheme, fin that the objection of the minority is justified. If no meeting of the creditors required to be held, in a Scheme of arrangement between the Company a its members, then, in the absence of ascertaining whether 3/4^th in value the creditors approve the scheme or not, would the Court be justified statutorily imposing such a Scheme of arrangement on the creditors, ev though their consent has not been obtained or their wishes ascertained? I were held that not holding the meeting, and ascertaining the wishes of t creditors, would result in the Scheme of arrangement not to bind the would the very purpose of sanctioning the Scheme by the Court not defeated, and approval of the Scheme not be an exercise in futility? If, the other hand, the view, that a meeting of the creditors/members mu necessarily be held in all cases irrespective of whether the Scheme arrangement is between the Company and its members or the creditors, accepted would that not render the words “as the case may be” in Secti 391(1) mere surplusage?

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On this question, one view is that the creditors are not entitled, as right, to participate in the process of consideration of sanction of t Scheme, as the Act does not contain a specific provision for notice bei given to the creditors at any stage either prior to the making of the order subsequent thereto, except in so far as the creditors may have notice of by public advertisement, (Union of India v. Asia Udyog Pvt. Lt d^[6] ) , a that the legislature has cast a duty on the Court to ascertain whether t Scheme affects the interests of the creditors to such an extent that holdi of their meeting is essential and, if the Court were of the view that t interest of the creditors were adversely affected, it could refuse to sancti

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the scheme unless their consent has been obtained. (Ansal Properties a Industries Ltd., In r e^[7] ) .

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Another facet of this view is that, under Section 391 of the Act, compromise or arrangement is either between a company and its credito or between a company and its members. An arrangement, in the nature amalgamation, is the result of an agreement between the amalgamati company and its members, as well as a corresponding agreement betwe the transferee company and its members, and there is, therefore, provision for the participation of persons other than the members of the tw companies to vote on an arrangement of amalgamation proposed between company and its members. (Nava Bharat Ferro Alloys In r e^[8] ; Mafat Industries Ltd., In r e^[9] ; Coimbatore Cotton Mills Ltd and Lakshmi Mi Co. Ltd., In r e^[10] ; and Telesound India Ltd., In r e^[11] ) . However different view was taken by the Bombay High Court, In Re ICICI Ba Limite d^[12] , and it was held that Section 391(1) gives a discretion to t Court to convene a meeting of the creditors or any class of them; the Co would exercise the discretion by convening a meeting of creditors, if t creditors are likely to be adversely affected by an arrangement between t Company and its members; attending the meeting and voting are steps participation in the process of consideration of the Scheme; if the credito have no right of hearing at the time of hearing of the petition under Secti 391, the only way of ascertaining whether the creditors are affected or n would be through the wishes of the creditors which may be expressed them in a meeting which the Court is entitled to convene under Sub-secti (1) of Section 391; and, therefore, the Court would exercise discretion as matter of course to convene a meeting of the creditors of the Compa under sub-section (1) of Section 391 unless the Court is, prima fac satisfied that the interests of the creditors are not likely to be adverse affected by the scheme.

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A perusal of the Balance Sheet of the transferor company would sho that its unsecured loans as at 31.03.2011 was for Rs.9,21,66,477/-. T entire unsecured loans are inter-corporate loans from the holding compa i.e, the transferee company. Under the head “current liabilities”, sund creditors are for

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Rs.36,38,969/-. In the affidavit dated 28.08.2012, filed by the Director of t transferor company, it is stated that from out of the current liabilities show in the Balance Sheet as at 31.03.2011 for Rs.40,26,143/-, the company h subsequently repaid its current liabilities to a tune of Rs.38,12,310/ Enclosed to the affidavit is a statement showing repayment of the curre liabilities (which include sundry creditors and provisions as at 31.03.2011 It is evident therefrom that a substantial portion of the current liabilitie exceeding 90% thereof, has been repaid subsequent to 31.03.2011. Even a meeting of unsecured creditors had been convened, the requirement is obtaining the consent of 75% of such of those creditors who attend t meeting. In the case on hand more than 90% of the creditors, shown und the head “current liabilities” in the Balance Sheet as at 31.03.2011, ha been repaid the amounts due to them. It is, therefore, wholly unnecessa for a meeting of the sundry creditors of the transferor company shown und the head “current liabilities” to be convened.

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Under the proviso to Section 391(2), no order sanctioning a compromise or arrangement shall be made unless the Court is satisfied th the company has disclosed to the Court, by affidavit or otherwise, material facts relating to the company, such as the latest financial positi of the company, the latest auditor's report on the accounts of the compan the pendency of any investigation proceedings in relation to the compa under Sections 235 to 251, and the like. In the affidavit dated 28.08.2012, t Director of the transferor company would state that the latest audit Balance Sheet is the Balance Sheet as at 31.03.2011. Sri V.S.Raju, learn counsel appearing on behalf of the transferor company, would submit th the Balance Sheet as at 31.03.2012 has not as yet been audited. It evident, therefore, that the requirement, of the latest financial statemen

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and the latest auditors report on the accounts of the transferor compa being placed before this Court, has been satisfied. In the Company Petiti the transferor company has stated that no investigation or proceedings a pending against them under Sections 235 and 237 of the Act. In the affida filed on behalf of the Central Government, dated 09.08.2012, the Region Director (South East Region), Ministry of Corporate Affairs, Hyderabad, h stated that, as per the report of the Registrar of Companies, Andh Pradesh, Hyderabad, dated 30.07.2012, the transferor company was regu in filing statutory returns, and no complaints, investigations and inspectio are pending against both the companies.

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A combined reading of the first and second provisos of Secti 394(1), with Section 394A of the Act, shows that the scheme amalgamation would not be sanctioned unless the court has considered t report of the Official Liquidator or the representation of the Cent Government, as the case may be. (Sumani Pvt. Ltd., In r e^[13] ) . T second proviso to Section 394 provides that no order for the dissolution any transferor company under clause (iv) of sub-section (1) of Section 3 of the Act shall be made unless the official liquidator has, on scrutiny of t books and papers of the company, made a report to the Court that the affa of the company have not been conducted in a manner prejudicial to t interests of its members or to public interest. Thus, Section 394 of the A casts an obligation on the Court to be satisfied that the scheme amalgamation or merger is not prejudicial to the interest of its members or public interest. (Sesa Industries Limited v. Krishna H. Bajaj^[14] ) .

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An Official Liquidator acts as a watchdog of the Company Cou reposed with the duty of satisfying the Court that the affairs of the compan being dissolved, have not been carried out in a manner prejudicial to t interests of its members and the interest of the public at large. In essenc the Official Liquidator assists the Court in appreciating the other side of t picture before it, and it is only upon consideration of the amalgamati

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scheme, together with the report of the Official Liquidator, that the Court c arrive at a final conclusion that the scheme is in keeping with the mandate the Act, and that of public interest in general. For examining the questio as to why the transferor-company came into existence; for what purpose was set up; who were its promoters; who were controlling it; what object w sought to be achieved by dissolving it and merging with another compan by way of a scheme of amalgamation, the report of an official liquidator is seminal importance and, in fact, facilitates the Company Judge to record h satisfaction as to whether or not the affairs of the transferor company h been carried on in a manner prejudicial to the interest of the minority, and the public interest. (Sesa Industries Limited⁶ ).

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In his report No.142 of 2012, the Official Liquidator submits that had, vide letter dated 18.07.2012, called for the statutory books and oth relevant information from the transferor company; and the petition company had furnished the information/documents on 31.07.2012. T Official Liquidator thereafter refers to the incorporation of the company, audited Balance Sheet as at 31.03.2011, the address of its registered Offic and the objects for which the transferor company was incorporated. would also state that, as per the unaudited Balance Sheet as at 31.03.201 the transferor company had availed secured loans from Standard Charter Bank, Bangalore; and they had furnished no objection letter from t Standard Chartered Bank for the proposed scheme of amalgamation. would also state that this Court, in Company Application No.766 of 201 dated 25.06.2012, had dispensed with the requirement of convening t meeting of the shareholders of the transferor company.

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While the Court, called upon to sanction a scheme of amalgamatio would not act as a Court of appeal and sit in judgment over the inform view of the concerned parties to the scheme, as the same is best left to t corporate and commercial wisdom of the parties concerned, it is clear th the Court, before whom the scheme is placed, is not expected to put its se of approval on the Scheme merely because the majority of the shareholde

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have voted in favour of the scheme. Since the Scheme, which ge sanctioned by the Court would be binding on the dissenting minor shareholders or creditors, the Court is obliged to examine the scheme in proper perspective together with its various manifestations and ramificatio to find out whether the scheme is fair, just and reasonable to the concern members, and is not contrary to any law or public policy. The expressi “public policy”, though incapable of precise definition, connotes som matter which concerns the public good and the public interest. (Se Industries Limited⁶ ; Hindustan Lever Employees' Union v Hindust Lever Ltd.,^[15] ; Central Inland Water Transport Corporation Limited. Brojo Nath Gangul y^[16] ) . Before according its sanction to a scheme amalgamation, the Court has to see that the provisions of the Act have be duly complied with; the statutory majority has acted bonafide and in go faith and are not coercing the minority in order to promote any intere adverse to that of the latter comprising the same class whom they purport represent; and the scheme, as a whole, is just, fair and reasonable from t point of view of a prudent and reasonable businessman taking a commerc decision. (Sesa Industries Limited⁶ ).

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The only question which remains to be examined is whether t scheme of amalgamation is in public interest. The Court cannot abdicate duty simply because the statutory majority has approved it and there is opposition to the scheme of amalgamation in Court. It must scrutinize t scheme to find out whether it is an arrangement which can, by reasonab people conversant with the subject, be regarded as beneficial to those w are likely to be affected by it. In pursuit of such an enquiry the Court is n tied down by any rigid principles or strait-jacket formulae. No enumerati contained in judicial decisions of the factors which can be taken in account, howsoever precise, can be treated as exhaustive so as to limit t scope of the inquiry which, having regard to varying circumstances, mig differ from case to case. The burden lies on the petitioner-company to sho that the scheme of amalgamation is fair, reasonable, workable and is su

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that a man of business would reasonably approve. The Court would, course, take into account the fact that it has been approved by a big major vote, but it would not shirk its duty to scrutinize the scheme. (Bank Baroda Ltd. Vs. Mahindra Ugine Steel Co. Ltd.^[17] ) . When it exercis the power, conferred on it by Section 391(2), to sanction the scheme compromise or arrangement, the Court, by its act, is imposing the schem on the dissenting members of that class. Before taking such an action would be open to the Court to examine the scheme before imposing it on t unwilling/dissenting members of the class. Even if all the statuto formalities are duly carried out, the Court has still the discretion either sanction or refuse to sanction the scheme. (Mahindra Ugine Steel C Ltd.¹⁷ and Bengal Hotels P. Ltd. In r e^[18] ) .

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The amalgamation must fulfill some felt need, some purpose, som object and that must have some co-relation with public interest. The Co is charged with a duty to ascertain whether the affairs, of both the transfe and the transferee, have been carried on not only in a manner not prejudic to its members but also that it is not against public interest. The expressi “public interest” must take its colour and content from the context in which is used. (Union of India v. Ambalal Sarabhai Enterprises Lt d^[19] ) . T Indian law, a departure from the English law, enjoins a duty on the Court examine objectively whether the merger is, or is not, violative of pub interest. What would be in public interest cannot be put in a strait-jacket is a dynamic concept which keeps on changing. It has been explained Black’s Law Dictionary as:-

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“Something in which the public, the community at large, has some pecuniary interest, or some interest by which their legal rights or liabilities are affected. It does not mean anything so narrow as mere curiosity, or as the interests of the particular locality which may be affected by the matters in question. Interest shared by citizens generally in affairs of local, State or national Government.”

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It is an expression of wide amplitude. A scheme, valid and good, m yet be bad if it is against public interest. The basic principle of t

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satisfaction, that the scheme is not contrary to public interest, is none oth than the broad and general principles inherent in any compromise settlement entered into between the parties that it should not be unfair contrary to public policy or unconscionable. In amalgamation of companie Courts have evolved the principle of “prudent business management te or that the scheme should not be a device to evade the law. (Hindust Lever Employees' Union¹⁵ ). No court of law would ever countenance a scheme of compromise or arrangement if it finds that it is an illegal schem or is otherwise unfair or unjust to the class of shareholders or creditors whom it is meant. The fairness of the scheme, qua the disputing minor shareholders or creditors, also has to be kept in view by the High Co while putting its seal of approval on the scheme.

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The High Court should examine whether the proposed scheme compromise and arrangement is violative of any provision of law and is n contrary to public policy. For ascertaining the real purpose underlying t scheme with a view to be satisfied on this aspect, the Court, if necessa can pierce the veil of apparent corporate purpose underlying the scheme a can judiciously x-ray the same. The High Court has also to satisfy itself th the members or class of members or the creditors or class of creditors, the case may be, were acting bonafide and in good faith and were n coercing the minority in order to promote any interest adverse to them. must also ensure that the scheme as a whole is also just, fair a reasonable from the point of view of prudent men of business taking commercial decision beneficial to the class represented by them for who the scheme is meant. (Miheer H. Mafatlal⁵ ). Unless the scheme is show to be contrary to any law or is such as to shock the conscience of the co or is patently unfair to the members or creditors or any class of them, or against public interest or against public policy, the Court should not come the way of business by rejecting a bonafide scheme under Section 39 (Zee Interactive Multimedia Ltd., In r e^[20] ) .

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Clause 5 in part III of the Scheme relates to transfer of assets a

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liabilities of the undertaking and it is mentioned thereunder that, with effe from the appointed date, the entire undertaking of the transferor compa shall, under the provisions of Sections 391 and 394 of the Act, without a further act or deed, be transferred to and vested in the transferee compan Under clause 5(i), all the licences, approvals, trademarks, permissions, rights, registrations of the transferor company are to stand transferred to t transferee company. Likewise, under clause 5(ii), all the debts, liabilitie claims, rights etc., of the transferor company are to vest in the transfer company. Clause 6 deals with consideration and, thereunder, it is stat that, as the entire issued, subscribed and paid up share capital of t tranferor company is held by the transferee company, the transfe company is a wholly owned subsidiary of the transferee company; upon t scheme becoming effective, no shares of the transferee company shall allotted in lieu or exchange of its holding in the transferor company; and t share capital of the transferor company shall stand cancelled a extinguished without any further application, act or deed. Clause 7 relates accounting treatment and clause 8 to legal proceedings. Clause 12 relat to the transferor company’s staff, workmen and employees. Thereunder, the scheme becoming operative, all the permanent staff, workmen a employees of the transferor company in service on the effective date sh be deemed to have become the staff, workmen and employees of t transferee company with effect from the appointed date without any break their service and on the basis of continuity of service, and the terms a conditions of their employment with the transferee company has not to less favourable than those applicable to them in the transferor company the effective date. The said clause also provides that equitable interest accounts/funds of the employees, staff and workmen whose services a transferred to the transferee company, relating to superannuation, provide fund and gratuity fund, shall be identified, determined and transferred to t respective trusts/funds of the transferee company, and such employe shall be deemed to have become the members of such trusts/funds of t transferee company. Clause 13 stipulates that, upon the scheme comi

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into effect, the authorized capital of transferor company will get merged w that of the transferee company without payment of additional fees and duti as the said fees have already been paid. It is stated that the authoriz capital of the transferee company will be increased to that effect by ju filing the requisite forms; the resolution approving the scheme shall deemed to be the approval of increase in the authorized share capital of t transferee company under Sections 94 and 97 and other applicab provisions of the Act; and clause V of the Memorandum of Association of t transferee company relating to the authorized share capital would, witho any further act, instrument of deed, stand altered, modified and amende Clause 14 requires statutory approvals to be obtained from the Sto Exchanges by the transferee company. Claus 15 stipulates that, on t scheme becoming effective and subject to the orders of this Court und Section 394 of the Act, the transferor company shall be dissolved witho going through the process of winding up with effect from the appointed da or such other date as may be fixed by this Court. Clause 18 makes t scheme conditional on certain approvals being obtained.

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Part I of the scheme details the rationale for the scheme amalgamation. It is stated thereunder that the transferor company is 100% subsidiary of the transferee company, and was formed as a spec purpose vehicle of the transferee company to venture into development pharmaceutical formulations in partnership with big pharmaceuticals; t transferor, in line of its objectives, is in the process of preparation a marketing of pharmaceutical formulations; the transferee company is one the prominent player in bulk drugs, APIs and other pharmaceutical drug and has world class certified manufacturing facilities located in the district Raichur in the State of Karnataka; and the Board of Directors of both t companies are of the opinion that the amalgamation is essential economical operations and focus on development of new products and work jointly by utilizing the facilities in this competitive and global market It is further stated that the merger of the business of both the compani was necessary for better cost synergies, economical operations, and in t

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larger interest of shareholders, creditors and employees etc., It cann therefore, be said that the scheme, if approved, would be against pub interest.

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I consider it appropriate, therefore, to sanction the scheme amalgamation on condition that stamp duty would be paid as stipulat under Article 20(d) of Schedule 1-A of the Indian Stamp Act, and proof payment is enclosed along with the certified copy of the sanctioned order be filed with the Registrar of Companies. As required under Section 394 of the Companies Act, read with Rule 81 of the Companies (Court) Rule 1959, the petitioner shall file a certified copy, of the Order of this Court, w the Registrar of Companies for its registration within thirty days from t date of the order.

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____________________________ (RAMESH RANGANATHAN 31.08.2012 vs

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1 (2004) Vol. 118 CC 295 2 2003 (5) ALD 327

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