KONARK INVESTMENTS LIMITED Vs. UNION OF INDIA

JUDGEMENT

(1.) Leave granted.

(2.) On 11/6/1984 a company application (Company Application No. 99 of 1984 was presented before the High court at Calcutta under S. 391 and 393 of the Companies Act, 1956, for convening meetings to approve a scheme of Arrangement between the appellant and Hari Brothers Pvt. Ltd. , as also three subsidiaries of the appellant. The High court directed meetings to be called and, based on the result thereof approving the proposed Scheme, a company petition (Company Petition No. 344 of 1984 was filed by the appellant in the High court on 3/8/1984 for obtaining its sanction thereto. On 14/2/1985 the learned Company Judge sanctioned the Scheme. The order passed by him does not indicate that there was any argument on behalf of the respondent opposing the sanction of the proposed Scheme on the ground that it was fraudulently devised to enable the evasion of taxes.

(3.) On 3/5/1985 the respondent filed an appeal against the order sanctioning the Scheme. An application for stay thereof was refused. There being no stay, the High court, on 13/8/1985, passed an order dissolving, without winding up, the transferor-company, Hari Brothers Pvt. Ltd. A copy of the order of dissolution was filed with the Registrar of Companies on 8/9/198585. Pursuant to the dissolution, shares of the appellant were allotted to the erstwhile shareholders of the transferor-Company, the income tax returns were merged, the transferor-company's property was sold, and so on.