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TMI Blog2012 (11) TMI 917X X X X Extracts X X X X X X X X Extracts X X X X ..... rt does not function as a rubber stamp or post office, and it is incumbent upon the court to be satisfied that the scheme is genuine, bona fide and in the interest of creditors of the company. If the Registrar of Companies would require further investigation through any agency they might conduct such independent examination that would be within their power to do so in accordance with law. Court's blessings was not required. - appeal disposed of. - A.P.O. NO. 292 OF 2012, C.P. NO. 630 OF 2011 - - - Dated:- 14-8-2012 - ASHIM KUMAR BANERJEE AND SHUKLA KABIR SINHA, JJ. S.B. Mookerjee, Debangshu Basak, Aniruddha Mitra and A.K. Upadhyay for the Appellant. Ms. Mamata Bhargav, Ms. Nabonita Karmakar and Debrup Chakraborty for the Respondent. JUDGMENT Ashim Kumar Banerjee, J. - The four companies named above agreed to enter into a scheme of amalgamation by which Saffron, Promai and Jalaram agreed to merge with Bhagyraaj. The scheme was framed under Section 391 of the Companies Act, 1956. The Company Judge dispensed with holding of meetings of the shareholders to ascertain their wish as all the shareholders consented to the scheme to be amalgamated as annexed to th ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... s and there is an effective change of management, sometimes not in terms of the scheme but shortly after the scheme. In many cases the share premia accounts could be mere book entries without actual money passing from the transferor companies to the transferee company. In other cases, the position could be the other way round. Of late, schemes, particularly of amalgamation, are being filed for the purpose of providing book entries to enable persons to convert black money into white. It is necessary that the Directorate of Revenue Intelligence conduct an inquiry into the matter and, in particular, into the object of the exercise in this scheme of amalgamation. CP No. 630 of 2011 will appear in the monthly list of September, 2012. A copy of this order will be forwarded by the department to the Directorate of Revenue Intelligence and the head of such organizsation will take appropriate steps in the matter, including deputing responsible personnel to undertake the inquiry. The petitioners will be obliged to respo0nd to all queries raised by the Directorate of Revenue Intelligence, including furnishing whatever document is sought by such agency." Being aggrieved, the appellants pr ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... n of this Court. 4. The learned Judge used the phraseology "MONEY LAUNDERING". Mr. Mookherjee referred to the provisions of the Prevention of Money Laundering Act, 2002, particularly Sections 3 and 4, that would deal, what "money laundering" would mean. Mr. Mookherjee contended that the schedule to Section 4 would prescribe offences that would come within the scope of "Proceeds of Crime" within the meaning of Section 3. Mr. Mookherjee contended that the schedule did not include any of the provisions under the Corporate Law. 5. Opposing the appeal, Ms. Mamata Bhargava, learned counsel appearing for the Central Government contended, the Central Government was within its power to make queries and it was obligatory on behalf of the petitioners to satisfactorily reply to the same. So long the queries were not answered, the Central Government would not be in a position to accord their seal of approval to the scheme of amalgamation. She referred to the decision of the Apex Court of Sesa Industries Ltd. v. Krishna H. Bajaj [2011] 106 SCL 239 and the Delhi High Court decision in the matter of Vodafone Essar Ltd., In re [2011] 107 SCL 51 Mr. Mookherjee lastly referred to an order passed ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... at the end of the day, the applicants would contend through Mr. Mookherjee, they did not have any further information to offer. Hence, the Registrar of Companies must proceed on that basis and if he was not satisfied with the particulars he would be free to say so in his affidavit to be filed before the learned Judge. If the Registrar of Companies would require further investigation through any agency they might conduct such independent examination that would be within their power to do so in accordance with law. Court's blessings was not required. 8. At the same time so long as the Court was not fully satisfied that the scheme would protect the interest of the shareholders/creditors at large and it would not be contrary to the public policy being contrary to any provision of the laws of the land either on the question of evading of any revenue or otherwise the Court would not be bound to sanction the same. In this regard we may refer to the observation of the learned Single Judge of the Bombay High Court in the case of Bedrock Ltd., In re [1998] 17 SCL 385 wherein the learned Judge would say, "It is a settled principle of law that the proposed scheme should only be sanctioned i ..... X X X X Extracts X X X X X X X X Extracts X X X X
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