9911796707
TMI Blog1995 (12) TMI 279X X X X Extracts X X X X X X X X Extracts X X X X ..... th the scheme of amalgamation in Company Application No. 5 of 1993, in Company Petition No. 21 of 1993. Company Application No. 152 of 1995, is filed seeking an ancillary direction to respondents Nos. 2 and 3 not to take any decision or give any directions to respondent No. 1 contrary to the scheme of amalgamation. The facts leading to this case are that the applicant, Hifco Consumer Credit Limited, was holding 1,10,000 equity shares of Rs. 10 each in Agrobel Industries Limited. It had 6,00,000 equity shares of Rs. 10 each. The said Agrobel Industries Limited was amalgamated with Midland Industries Limited the first respondent. The scheme of amalgamation was approved by this court in Company Petition No. 21 of 1993, dated July 29, 1994. A ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... shareholders (6,00,000 shares) to the first respondent. On October 20, 1994, the board of directors held its meeting and allotted the shares. The applicant filed suits O.S. Nos. 178 of 1994 and 284 of 1995, and they are pending. In effect the submission of respondent No. 1 is that the allotment of shares has been done on the details of shares furnished by the director of Agrobel. If the name of the applicant is not found, it cannot make any grievance against respondent No. 1 and hence it has to approach the appropriate forum for the relief. It is also stated that as per the memorandum of understanding between respondents Nos. 2 and 3 the details of shareholders were furnished. The third respondent also filed a counter stating that the li ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... the company, and such an order shall be deemed to be an order made under section 433 of this Act. (3) The provisions of this section shall, so far as may be, also apply to a company in respect of which an order has been made before the commencement of this Act under section 153 of the Indian Companies Act, 1913 (VII of 1913) sanctioning a compromise or an arrangement." Thus, it is seen that it is open to this court to implement the orders of amalgamation in the case of any impediment. But in this case the dispute relates to issuance of the shares by respondent No. 1 in respect of shares held by the petitioner in the former Agrobel Industries. The said company was dissolved and merged with respondent No. 1 in pursuance of the approved s ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... Agrobel, but as per the letter dated October 17, 1994, the said company had furnished the shareholdings of persons in which the name of the applicant is not figuring. The dispute thus appears to be between the applicant and Agrobel. The said dispute cannot be decided by this court under section 392 of the Act as it cannot form part of implementation of proceedings of scheme of amalgamation. Admittedly the parties have already approached the civil court for various reliefs and the suits are pending. This court cannot go into the matter as to who were the real shareholders of Agrobel Industries in this application. Learned counsel for respondent No. 1 also relies on the decision of this court in Uunet India Ltd. v. I.C. Rao [1998] 93 C ..... X X X X Extracts X X X X X X X X Extracts X X X X
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