9911796707
TMI Blog2004 (5) TMI 311X X X X Extracts X X X X X X X X Extracts X X X X ..... m 1-12-2003. 3. The Second Transferor Company are Sanvijay Industries Pvt. Ltd. having its registered office on the same address of 1st transferor company. 4. The third transferor company is Sanvijay Steels Pvt. Ltd., having its registered office at 504, Raghav Ratna Tower, Chirag Ali Lane, Abidas, Hyderabad 500 001 (A.P.). All these Companies therefore, hereinafter referred as "Transferor Companies". 5. The transferee Company Sanvijay Rolling and Engineering Ltd., having its registered office at 502, Gupta Bhavan, Ahmedabad Street, Carnac Bunder, Mumbai-09 (Maharashtra). 6. The details of the respective share capital have been incorporated in the Scheme, as well as, in the petition. The Transferee Company hold 37020 equity ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... right, title priv- ileges, interest etc. 8. All the companies will follow the due procedure and will have to comply with the provisions of law. There are no investigation proceeding going on or pending against the companies under sections 235 and 251 of the Companies Act. 9. By order dated 23rd January, 2004 in Company Application No. 15/2004, this Court has dispensed with the holding of meeting of the shareholders, in view of the consent letter, given by the shareholders, 99 per cent equity shares of the company petitioners. The meeting of the creditors was also dispensed with, in view of the averments, made in para 24 of the petition in respect of the summons for direction. The petitioners company undertook to issue the notice of ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... record as required under the law and as there is no illegality or unreasonableness, have been pointed out and as the scheme is fair, just and reasonable based on the commercial need and demand, I see there is no reason to refuse the sanction as prayed. 15. The objection in Company Petition No. 80/2004 connected with Company Application No. 17/2004 by one Vimal Alloys Pvt. Ltd. who claimed to be the creditor of Sanvijay Alloys Pvt. Ltd., that itself in no reason to disapprove the scheme. The claim of the creditors is disputed and alleged to have been false and baseless. This dispute in question cannot be gone into at this stage. By an affidavit dated 6th April, 2004 in Company Petition No. 80/2004, after considering the merit of the cred ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 391 to 394 the objecting creditor must either be paid off or be sufficiently secured. It must be remembered that the petition for a sanction of a scheme under section 391 of the Companies Act is not a tool in the hands of the creditor to recover the debt or to coarse the company to pay, especially when the debt is not admitted. The objecting creditor must show to the Court that the scheme is not admitted. The objecting creditor must show to the Court that the scheme is mala fide or fraudulent and is likely to adversely affect him or the creditors or the class of creditors to whom he belongs. This has been my view which I have already expressed in the case of (In the matter of Scheme of Amalgamation of Zee Interactive Multimedia Ltd. ), ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... nancially sound. All the companies are financially sound. Nothing on record to show that the creditors like present objectors would affect, if the scheme as such, is sanctioned. 18. There are no other objections on record. 19. The commercial exigencies and need of particular company and its shareholders and reason for the respective decisions or Resolutions, in absence of any serious objection or prejudice to anybody, the Court will not sit over to reassess the wisdom of the Scheme. The scope of judicial review in such matters is very limited and definitely is not as that of an Appellate jurisdiction, unless whole scheme is unfair, unreasonable, contrary to law and public policy. 20. In view of the above, the scheme is sanctione ..... X X X X Extracts X X X X X X X X Extracts X X X X
|
