9911796707
TMI Blog2004 (7) TMI 355X X X X Extracts X X X X X X X X Extracts X X X X ..... fatlal Industries Limited (MIL) the appellant in the connected appeal herein was dismissed, confirming certain finding given by the learned company Judge in company petition No. 22 of 1994 in a petition seeking sanction of Amalgamation Petition under section 391 of the Companies Act. 2. Brief facts necessary for the disposal of this appeal are as follows :- The appellant herein is a Public Limited Company having its registered office in Mumbai. Certain shares of MIL were allotted to the appellant. The allotment of the said shares was challenged by 3 members of the MIL in 2 suits in City Civil Court, Ahmedabad being Suit No. 3181 of 1987 and Suit No. 3182 of 1987. The appellant herein was not a party in that suit. The plaintiff in that sui ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... either approving or not approving the Scheme filed before him for amalgamation, by his order dated 14-11-1994 sanctioned the said scheme on Amalgamation, he also came to the conclusion that even if the votes cast by the appellant were to be excluded from consideration the proposed scheme had the support of the requisite majority in the General Body of the MIL. Hence, the objection of the 1st respondent in regard to the proposed Scheme of Amalgamation was not sustainable. However, the leaned Single Judge gave a finding that the allotment of shares in favour of the appellant was in breach of the injunction order of the City Civil Court. 3. Against the said order, the 1st respondent herein and MIL filed original appeal (OJ No. 16 of 1994) an ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 4.Under the Companies Act a person could assail the allotment of shares only by a petition for rectification under section 155 of the Companies Act as it stood at the relevant time and no such petition having been filed at that time, a challenge to the allotment of share in favour of the appellant had become time-barred by December, 1990. Hence, it was not open to the Company Court to go into the validity of the issuance of the shares by the MIL in favour of the appellant. 6. At this stage, we must notice in spite of service of notice through publication in newspapers, the respondent has not chosen to appear and contest the case. We are also told that so far as the allegation of violation of the injunction granted by the City Civil Court ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... any Court this issue did not arise at all consequently, even before the Appellate Court this question did not arise. The question whether the transfer of shares by the MIL to the appellant was in contravention of the interim order of injunction granted by the City Civil Court or not, is a matter to be decided by the City Civil Court in the pending proceedings before it and it could not have been decided in an alien proceedings before the Company Court. There was no statutory need to have decided this issue while dealing with the application for approval of the Scheme under section 391 of the Companies Act, indeed, that issue did not arise before the Company Court. That apart basic principles of natural justice are violated by the courts bel ..... X X X X Extracts X X X X X X X X Extracts X X X X
|
