In Re: Indusind Bank Ltd.

CITATION: (2004) 4 CompLJ 394 Bom

DECIDED: May 6, 2004

BEFORE: Bombay High Court

FACTS

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.

HELD

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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