- (1.) The four companies named above agreed to enter into a scheme of amalgamation by which Saffron, Promai and Jalaram agreed to merge with Bhagyraaj. The scheme was framed under Section 391 of the Companies Act, 1956. The Company Judge dispensed with holding of meetings of the shareholders to ascertain their wish as all the shareholders consented to the scheme to be amalgamated as annexed to the said application. Accordingly, an advertisement was published inviting all concerned connected with this company to support or oppose the scheme to appear before His Lordship at the time of final sanction of the same. Central Government was also served through the Regional Director, Company Law Board. When the application came up for final sanction, His Lordship gave direction for filing affidavit by the Central Government. The Central Government initially filed affidavit stating that the Company was not co-operating by replying to all the queries made to them. As a result, the Registrar was not in a position to submit his final report on the scheme. His subsequent affidavit would also reiterate his earlier stand. We would find from the letter that the Central Government was asking for copies of the valuation report to justify the share premium suggested by the scheme. We find that repeated letters were written by the Assistant Director asking for queries on paragraphs 2 and 4 of the office letter dated December 5, 2011 that would relate to issue of shares at premium and the share valuation to support the exchange ratio. The learned Judge gave direction for filing affidavits on January 4, 2012. On April 9, 2012 His Lordship directed a supplementary affidavit to be filed. On June 5, 2012 the learned Judge asked the petitioners to reply to the queries made by the Registrar. When the reply was not forthcoming, the Central Government raised objection.
(2.) It is at that juncture, the learned Judge vide order dated July 2, 2012 observed that it was a fit case for the Directorate of Revenue Intelligence to conduct an enquiry. His Lordship adjourned the matter and directed the revenue authority to submit report. The relevant extract of His Lordship's order appearing at page 491-492 is quoted below: "The Central Government has raised an objection as to the share premium obtained by some of the companies involved in this scheme of amalgamation. The petitioner insists that such exercise has been conducted in the usual course and upon due compliance with the provisions of Companies Act, 1956. Of late, it has been noticed that the schemes are being used in course of a money laundering exercise in the sense that the transferor companies with share premia that do not justify the business or the activities of such companies are sought to be merged with transferee companies and there is an effective change of management, sometimes not in terms of the scheme but shortly after the scheme. In many cases the share premia accounts could be mere book entries without actual money passing from the transferor companies to the transferee company. In other cases, the position could be the other way round. Of late, schemes, particularly of amalgamation, are being filed for the purpose of providing book entries to enable persons to convert black money into white. It is necessary that the Directorate of Revenue Intelligence conduct an inquiry into the matter and, in particular, into the object of the exercise in this scheme of amalgamation. CP No. 630 of 2011 will appear in the monthly list of September, 2012. A copy of this order will be forwarded by the department to the Directorate of Revenue Intelligence and the head of such organizsation will take appropriate steps in the matter, including deputing responsible personnel to undertake the inquiry. The petitioners will be obliged to respo0nd to all queries raised by the Directorate of Revenue Intelligence, including furnishing whatever document is sought by such agency."
(3.) Being aggrieved, the appellants preferred the instant appeal that was heard by us on the above mentioned dates.;