9911796707
TMI Blog1984 (4) TMI 232X X X X Extracts X X X X X X X X Extracts X X X X ..... order signed by the learned counsel in terms of which they have no objection to the order being passed. However, before doing so, we propose to give a short-reasoned order in this case. A few facts that are of some relevance are as under: On November 21, 1980, a judge's summons for direction under section 391 of the Companies Act was taken out by respondent No. 2 herein, M/s. Centron Industrial Alliance Ltd. (hereinafter referred to as "Centron"), for sanction of the scheme of amalgamation of the company with Brooke Bond India Ltd. On the said summons, the court directed that the scheme be advertised and a meeting of the shareholders and the creditors, both secured and unsecured, of the company be held. On January 26, 1981, the scheme w ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ourt, however, by its order dated March 12, 1982, declined to stay further proceedings in any of the High Courts or any authority but ordered that any order passed would be subject to the result of the appeals. It also directed that in the event of either of the High Courts sanctioning the scheme of amalgamation, the judgment will not take effect for a period of four weeks. After the said order of the Supreme Court was passed, one Pravin Kantilal Vakil, who is appellant No. 1 in this case, as a shareholder of the company, lodged a requisition dated May 28, 1982, signed by the requisite number of shareholders at the registered office of the company for holding an extraordinary general meeting of the company on July 9, 1982, to consider and ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ting and transaction thereat the business set out in the said notice. The said judge's summons came to be dismissed by Mrs. Sujata Manohar J., by her judgment and order dated August 13/16, 1982, against which this appeal has been filed. On the basis on which the matter appears to have been argued before the learned judge, the learned judge found that the notice of the meeting showed that the meeting was basically called to make the company withdraw Company Petition No. 84 of 1981, pending before the court for sanctioning of the scheme of amalgamation with Brooke Bond India Ltd. and make the company resile from the approval already given to the scheme as the reading of the said notice showed that the last proposed resolution, viz ., withd ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... tion, viz ., to renegotiate with Brooke Bond India Ltd., as stated in the notice, which as it is, is in broader terms, along with that part of the explanatory note relating to the said resolution, it was clear that what was sought to be discussed at the said meeting was the renegotiation of only a term in the scheme of amalgamation with Brooke Bond India Ltd., viz ., the proposed share exchange ratio of one share of the Brooke Bond India Ltd., to five shares of the company, as the same was, according to the requisitionist, not fair and equitable to the shareholders of the company for the reasons mentioned in the explanatory note. It was, therefore, clear that what the shareholders were seeking to do by proposing the said resolution was to ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... n the compromise. In this case, the company has presented a petition to the court being Company Petition No. 84 of 1981, for sanction of the said scheme as approved by the shareholders and creditors of the company, which is pending before the court. Under section 391(2), on such petition being presented, it was the court who is to sanction the scheme. Section 392 of the Companies Act gives wide powers to the court to give such directions in regard to any matter or make such modification in the compromise or arrangement as it may consider necessary for the proper working of the compromise or arrangement, arrived at. (Underlining suplied). It is not disputed that under the said section 392 any such modification in the scheme could be co ..... X X X X Extracts X X X X X X X X Extracts X X X X
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