9911796707
TMI Blog2000 (2) TMI 712X X X X Extracts X X X X X X X X Extracts X X X X ..... includes to carry on the business of spinning, weaving or manufacturing or dealing in cotton or other fibrous substances or denim/ jeans/and to carry on all or any of the business of denim/jeans merchants, cotton spinners and doublers, etc. The authorised share capital of the transferee-company was stated to be Rs. 10,00,000 divided into 1 lakh equity shares of Rs. 10 each. So far as the transferor-company Rama Petrochemicals Ltd. is concerned, it was incorporated on 28-1-1985, by the Registrar of Companies, Maharashtra. The objects of the transferor-company set out in the memorandum and articles of association have been stated to be to manufacture, synthesize, produce, prepare, process and finish, manipulate, improve, import or buy certain ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ering the scheme of arrangement proposed to be made between the two companies shall be dispensed with. 6. Section 391 empowers the Court to order a meeting of the creditors or class of creditors to be called, held and conducted before the scheme of arrangement can be approved. Sub-section (1) to section 391 reads as under : "391. Power to compromise or make arrangements with creditors and members. (1) Where a compromise or arrangement is proposed, ( a )between a company and its creditors or any class of them; or ( b )between a company and its members or any class of them; the court may, on the application of the company or of any creditor or member of the company, or, in the case of a company which is being wound up, of the ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... as to whether necessary approval has to be given for holding of the meetings of the shareholders, creditors (secured or unsecured) or subsequently permission is to be granted for amalgamation of the company or scheme of arrangement, the jurisdiction of this court primarily is supervisory. The Court is not a rubber stamp. Under the supervisory jurisdiction with a limited scope, the court can see the actual transfer proposed to be effected. The well known doctrine of lifting of veil can be applied. The Court can also see whether the scheme is fair and not set up with an object to defeat any provisions of law. 9. In Bhagwan Singh Sons (P.) Ltd. v. Kalawati [1986] 60 Comp Cas 94 , the Delhi High Court rejected the scheme which was pr ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ng the rights of supplies of rate contracts with Government departments, agreements and all other rights including lease, leave and licences and/or any other licences, process and facilities of every kind." 11. It has further been provided that without prejudice to the fact that all the employees of the transferor-company engaged in and for the business of the transferred division on the transfer date shall become the employ-ees of the transferee-company, still the transferred division, namely, all the business and undertakings pertaining to the Chandigarh Denim Division, shall include freehold land situated in District Patiala; plant and machinery besides receivables, loans and advances, etc. This aspect clearly reveals that though in ..... X X X X Extracts X X X X X X X X Extracts X X X X
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