9911796707
TMI Blog2007 (2) TMI 315X X X X Extracts X X X X X X X X Extracts X X X X ..... That the petitioner company was incorporated on 19-3-1986 under the name and style of Aksh India Private Limited with the Registrar of Companies, NCT of Delhi and Haryana and was converted into a Public Limited Company on 13-3-1994 vide Special Resolution passed on 8-3-1994. Thereafter with effect from 7-2-2000 the transferee company shifted its registered office from the NCT of Delhi to the State of Rajasthan. 3. The position authorized issued, subscribed and paid up capital of the petitioner company as on date is detailed out in para No. 5 of the petition. 4. The main objects of the petitioner company as set out in the object clause of its Memorandum of Association, have been detailed out in para No. 4 of the petition. The copy of the la ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... tioning the scheme of amalgamation and prayer has been made for sanctioning the above scheme in relation to the petitioner company. 7. & 8. On filing the above petition, this court on 15-12-2006 issued notice to the Regional Director, and Registrar Companies. The notices were also directed to be published in two Newspapers, one in English in Finance Express (Delhi Edition) and Hindi Newspaper Dainik Nav Jyoti (Jaipur Edition). The petitioner company filed Newspapers dated 15-1-2007 of the notices published in the respective newspapers. 9. In response to the notice served, the Regional Director Northern, Region, Ministry of Company Affairs, Noida, filed affidavit and submitted that as per clause 3(a ) of Part III of the Scheme of Amalgamat ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ostat copies of the orders passed by the Delhi High Court disposing the company petition Nos. 359 and 360 of 2005 filed against the transferor company at Delhi High Court. 11. I have heard learned counsel for the parties and weighed contents of the petition, and affidavit filed by the Regional Director. 12. In Miheer H. Mafatlal v. Mafatlal Industries Ltd. [1997] 1 SCC 5791 following broad contours of the jurisdiction of the Company Court have been laid down for sanctioning the scheme : "(1) The sanctioning court has to see to it that all the requisite statutory procedure for supporting such a scheme has been complied with and that the requisite meetings as contemplated by section 391(1)(a) have been held. (2) That the scheme put up for ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... nority in order to promote, any interest adverse to that of the latter compromising the same class whom they purported to represent. (8) The scheme as a whole is also found to be just, fair and reasonable from the point of yiew of prudent men of business taking a commercial decision beneficial to the class represented by them for whom the scheme is meant. (9) Once the aforesaid broad parameters about the requirements of a scheme for getting sanction of the court are found to have been met, the Court will have no further jurisdiction to sit in appeal over the commercial wisdom of the majority of the class of persons who with their open eyes have given their approval to the scheme even if in the view of the Court there would be a better sch ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ent have to be judged by the parties who as sui juris with their open eye and fully informed about the pros and cons of the scheme arrive at their own reasoned judgment and agree to be bound by such compromise or arrangement." (p. 579) 13. In Hindustan Lever v. State of Maharashtra [2004] 9 SCC 4381, the Apex Court indicated that the jurisdiction of the Company Court while sanctioning the scheme is supervisory only. While exercising its power in sanctioning the scheme of amalgamation the court is to satisfy itself that the provisions of statute have been complied with, that the class was fairly represented by those who attended the meeting, that the statutory majority was acting bona fide and not in an oppressive manner and that the arrang ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... per the law laid down by the Apex Court that while exercising its power in sanctioning the scheme of amalgamation, the court is to satisfy itself that the provisions of statute have been complied with, that the class was fairly represented by those who attended the meeting, that the statutory majority was acting bona fide and not in an oppressive manner and that the arrangement is such as which a prudent, intelligent or honest man or a member of the class concerned and acting in respect of the interest might reasonably take. While examining as to whether the majority was acting bona fide, the court would satisfy itself to the effect that the affairs of the company were not being conducted in a manner prejudicial to the interest of its membe ..... X X X X Extracts X X X X X X X X Extracts X X X X
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