Law:

Section:

(a) Companies Ordinance (XLVII of 1984)--- ----S. 284---Amalgamation scheme of companies---Consent of shareholders---Principle---There need not be 100% consent of shareholders or the creditors as what is required is super majority of three fourth in order to constitute consent for the purposes of sanctioning a scheme of arrangement/amalgamation---Scheme when approved by prescribed majority of members and creditors, also binds minority dissidents, if any. J.K. (Bombay) Private Limited v. Messrs New Kaiser-I-Hind Spinning and Weaving Company Limited and others AIR 1970 SC 1041 and In re: Telesound India Limited (1983) 53 Company Cases 926 (Delhi) rel. (b) Companies Ordinance (XLVII of 1984)--- ----Ss. 284 & 287---Stamp Act (II of 1899), Ss. 2(14), 3 & First Sched., Art.27-A [as amended by Punjab Finance Act (I of 2008)]---Amalgamation of companies--- Transfer of property---Stamp duty, levy of---Words 'instrument' and 'document'---Scope---At the time of approval of scheme of amalgamation of petitioner companies, authorities raised an objection with regard to payment of stamp duty on the properties which were to be transferred as a result of such amalgamation---Validity---Decree of Court which resulted in transfer of property or had created or transferred a right in property should be included in the definition of 'document'---In consequence of an order sanctioning scheme of arrangement/amalgamation, transfer of assets had taken place from transferor company to transferee company in terms of S. 287 of Companies Ordinance, 1984---Such order was an instrument as it conveyed and had the effect of conveying title in property from transferor company to transferee company---Incident of transfer of assets from transferor company to transferee company in the order sanctioning scheme of arrangement/amalgamation made it liable to stamp duty in terms of Art. 27-A of First Schedule to Stamp Act, 1899---Such order was, without any question, an 'instrument' as defined in S. 2(14) of Stamp Act, 1899---High Court directed parties to petition to supply to office of High Court, requisite stamp paper, before the order sanctioning a scheme under S. 284 of Companies Ordinance,…

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