In Re: Mohan Exports India Ltd. vs. Tarun Overseas Pvt. Ltd.

ByVivek Kumar Verma

In case the proposed scheme is bona fide and genuine and is not against public interest then mere fact that certain immovable properties or right to recover debts etc. are transferred to the transferee company would not mean that they are in violation of any provisions of the Transfer of Property Act. However, if such scheme is only with the ulterior motive to transfer the immovable properties without payment of Government or statutory dues, then the same would be against the public interest and the Court will not approve the scheme.

IN RE Tecumseh Products India Private Ltd.

ByVivek Kumar Verma

CITATION: 82 (1999) DLT 518 DECIDED on: 13.08.1999 FACTS In this case a Company Petition was filed by M/s. Tecumseh India Private Limited (“Transferee Company”) seeking amalgamation of M/s. Tecumseh Products India Limited (“Transferor Company”) with the Transferee Company. Both the Transferor and Transferee Company belonged to same group. The scheme of amalgamation provided that all…

In Re: Indusind Bank Ltd.

ByVivek Kumar Verma

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…

Miheer H. Mafatlal Vs. Mafatlal Industries Ltd.

ByVivek Kumar Verma

The scope of Company Court to sanction scheme of amalgamation is limited and therefore Court can intervene in matter only when it is not just and fair or prejudicial to the interest of share holders. Court can only go through scheme and examine whether it has complied requirements under Section 391 (2) and was passed requisite majority or not. Individual personal interest of minority share holders is of no concern unless it is affecting class interest of such equity shareholders.

Mcleod Russel India Limited vs. Reg. Provident Fund Commissioner

ByVivek Kumar Verma

Find out what liabilities you can still incur as an acquirer of a company in respect of payment of provident fund dues even though the agreement explicitly excludes any liability on part of the transferee company. The judgment highlights the importance of due diligence regarding employment related liabilities prior to acquisition of one company by another.