CITATION: (2004) 4 CompLJ 394 Bom
DECIDED: May 6, 2004
BEFORE: Bombay High Court
A company petition was filed by the petitioner IndusInd Bank Limited for sanction of Scheme of Arrangement between Ashok Leyland Finance Limited (‘transferor company’) and IndusInd Bank Limited (‘transferee company’) and their respective members and creditors.
The Regional Director’s main objection was that the transferee company is required to pay requisite stamp duty under the Bombay Stamp Act, 1958 and the registration fees to the Registrar of Companies, Mumbai, Maharashtra, as provided under Section 611 read with clause 3 of Schedule X of the Companies Act. In view of this, the proposal contained in Clause 15 Sub-clause (iii) of the Scheme is objectionable and, therefore, the Regional Director submitted that the same should be deleted as it amounts to loss of revenue to the Government fees and stamp duty.
The petitioner company agreed to take all the necessary steps and pay all the necessary fees to effect the increase in the Authorised Capital of the Petitioner Company from Rs. 2,50,00,00,000 to Rs. 3,00,00,00,000 and accordingly, Clause 15(ii) of the Scheme of Arrangement would be inoperative.
Scheme of Arrangement was sanctioned as it was fair, sound and reasonable and based on experts’ opinion and above all, the scheme is backed by the majority decision of the concerned parties, including shareholders, creditors or unsecured creditors. Furthermore, the scheme, as such, was not even against the public policy or against public interest.
CONCLUSION: Scheme of Arrangement was sanctioned.
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