1996 (12) TMI 299 - HC - Companies Law

Summary

Issues:
1. Approval of scheme of amalgamation between transferor and transferee companies.
2. Objections raised by Official Liquidator, Company Law Board, and Registrar of Companies.
3. Compliance with provisions of the Companies Act regarding creditors' consent and share valuation.

Analysis:
1. The judgment pertains to the approval of a scheme of amalgamation between a transferor company and a transferee company. The main objects of the transferor company involve manufacturing ferrous and non-ferrous metals, while the transferee company is engaged in the manufacture of manganese and other products. The scheme aims to benefit both companies through the utilization of resources and savings in operational costs. Shareholders of both companies have approved the scheme, with a proposed share exchange ratio and appointed date for the amalgamation.

2. Various objections were raised by the Official Liquidator, Company Law Board, and Registrar of Companies. The Official Liquidator highlighted concerns regarding the share exchange ratio, residual lock-in period of shares, and lack of consent from secured and unsecured creditors of the transferor company. However, it was argued that the scheme does not prejudice the creditors as the transferee company is financially stronger. The Registrar of Companies raised an objection regarding the absence of provisions for the fair price of shares to be disposed of.

3. The judgment references legal precedents such as Coimbatore Cotton Mills Ltd., Telesound India Ltd., and Mafatlal Industries Ltd. to support the approval of the scheme despite objections. The court emphasized that creditors' consent is not mandatory under the Companies Act for such amalgamations. It was further clarified that the trustee will sell the shares at a fair price after obtaining a valuation report, addressing the Registrar of Companies' objection. Ultimately, the scheme was sanctioned with modifications, and directions were given for the dissolution of the transferor company in compliance with the Companies Act.