What is the majority required for approving the scheme of amalgamation

What is the majority required for approving the scheme of amalgamation

in a meeting of members of a company called as per directions of the court?

Is the scheme to be approved by preference shareholders?

(iii) When will the court order dissolution of the transferor company?

[May, 2000]

Explain clearly the meaning of ‘compromise’. What procedure must a company

adopt to give effect to a compromise, when such a company is a goinfj (.oncern?

fC.A. (Final) November, 1986J

OR

Explain the terms ‘Compromise’ and ‘Arrangement’. Who can apply to court for compromise or arrangement? What are the powers of the High Court with regard to enforcement of an Arrangement.[C.A. (Final) May 1989. Nov. 1994]

XYZ International Limited goes into liquidation by an order of the Court

XYZ International Limited goes into liquidation by an order of the Court. The Official Liquidator is appointed as liquidator of the company. The Official Liquidator of the company decides to continue to carry on a business which is beyond the ‘objects’ as stated in the Memorandum of Association of the company, for the beneficial winding up of the company. The Official Liquidator took this step on his own; without consulting the members of the Company and without seeking the approval of the Court. The business was going on well. The shareholders of the company challenge the liquidator’s decision, on the ground that the business so started was ‘ultra vires’ the ‘objects clause’ and no sanction of the Court was obtained by the liquidator.

Considering the provisions of the Companies Act, 1956 decide giving reasons whether the contention of the shareholders is tenable, and the liquida

tor’s action for the beneficial winding up is in order? [November, 19911

18. XYZ Company Limited has DEI Limited as its subsidiary company, which is formed to carry out some of the objectives of XYZ Company Limited, by passing a resolution at its Extraordinary General Meeting, with effect from 1^st January 1990. The business so suspended continues to be suspended until 31^st March

1991. On 1^st April 1991, a group of shareholders of XYZ Limited file a petition. in the Court for winding up of the company on the ground of suspension of business by the compaI).Y.

(i) Would the shareholders’ contention be tenable?

(ii) What would be the answer in case XYZ Limited suspends all its business? Can shareholders of DEI Limited filE; a petition in the Court for winding up of their company (i.e., DE/ Limited), though DE/Limited has not suspended

its business. [May, 1991]