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The court must be satisfied that statutory majority are acting in bona fide manner and that any intelligent and honest man belonged to the class would approve the scheme.

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Where both companies have their registered office in different states, each company shall move to the respective High Court for directions. The certified copy of the order of the High Court shall be filed in form no. as approved by High Court is implemented a s per direction of the High Court by issue of suitable notice to the shareholders. Convene a Board meeting and pass Board resolution for allotment of shares to the shareholders of the transferor company in exchange of shares held in the transferor company and fixing of record date for the purpose. Provisions of this section confer wide powers and authorities in the Courts to enforce and make effective a compromise or an arrangement. The provisions of section 6 of Specific Relief Act 1963 cannot override the provisions of section 391and 392 of the Act. : INFORMATION AS TO COMPROMISES OR ARRANGMENTS WITH CREDITORS AND MAMBERS.

21 with filing fee with the Registrar of the Companies. A copy of every order must be annexed to every copy of the memorandum of association issued after the certified copy of the said order has been filed with the Registrar of Companies. Supervisory powers are given to the court to ensure the carrying out of the compromise or arrangement. Notice given for the meetings of members of members, creditors or any class of them should contain explanatory statements giving the particulars of compromise and arrangement and their effects, Further it should indicate material interest of Directors, Managing Directors, or Manager as such or as shareholders or Creditors.

Where application section 391(1) is considered, The Calcutta High Court has held that no notice to Central Government is necessary.

However, Allahabad High Court has held that in such a matter both the Central Government and the Shareholders of the company is entitled to be heard before any decision is made under this section.

COMPROMISE AND ARRANGEMENT ‘Compromise’ is an expression which implies the existence of a dispute such as relating to rights, which it seeks to settle.

‘Arrangement’ is a term of very wide import, and its meaning is not to be limited to something analogous to a compromise to a compromise.

The role of Chartered Accountants, in any amalgamation case, cannot be undermined as without their uncanny insight within the financial maze, no due diligence, valuation, share exchange ratio etc. Interpretation of Section Meaning of Company The expression ‘company’ includes an unregistered company.

The court having jurisdiction is the court at the place where the unregistered company reside and has its principal place of business.

The powers may be exercised by the courts for the purpose of proper working of the scheme. The effect of those interested should be indicated stating if and how far the same are different from the like interest of other persons. ALL ER It was held in this case that Where that matters involved are of considerable difficulty and doubt, it becomes the duty of the court to examine and scrutinize the content of notice or circular sent to the members and creditors who are parties to the scheme to make sure that the notice is sent contained appropriate disclosures under section 393(1) (a). CLOTNESS IRON COMPANY 1951 SC 476 It was held in this case that a statement made in general “Directors have no interest in the scheme other than as members along with other members” is not a sufficient compliance under the provisions.

Not only this, including any modification in the scheme, with only objective to ensure proper working of compromise or arrangement. Such explanation must be mentioned in the notice being advertised indicating therein that the explanations are available at the Company’s office. : PROVISIONS FOR FACILITATING RECONSTRUCTION AND AMALGAMATION OF COMPANIES. It appeared to the court that the scheme was by way of, what is known as commercial world as a reverse takeover which means that a profit making company merges itself into a loss making company for the purpose of having advantage for tax purpose of examining that the scheme is not that reason against public interest and for evasion of taxes.

CHAIRMAN’S REPORT After approval of scheme by creditors or members, the Chairman is required to file his report within seven days of conclusion of meeting.

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