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TMI Blog2011 (2) TMI 1268X X X X Extracts X X X X X X X X Extracts X X X X ..... ty Centre, Ranjeet Nagar, New Delhi, in favour of the petitioner. 2. In the year 2006, a Scheme of Amalgamation was made between Balsara Hygiene Products Limited, Besta Cosmetic Limited, Balsara Home Products Limited (hereinafter collectively referred to as 'the transferor-companies') and Dabur India Limited (hereinafter referred to as 'the transferee-company'), the petitioner herein. In respect of the transferor-companies, the said Scheme was approved by the Bombay High Court dated 8-9-2006, and on 12-9-2006 in respect of the transferee-company by this Court. 3. In terms of the aforesaid Scheme of Amalgamation, all the properties and assets (movable or immovable) of the transferor-companies were proposed to be transferred to the transfer ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... s approached this court seeking a direction to the respondent to effect the necessary change in its records to correctly reflect the name of the current owner of those flats, who happens to be the applicant, without insisting on any transfer charges. 7. During the course of hearing, counsel for the petitioner relied on section 392 of the Companies Act, 1956 to demonstrate the power of this Court to issue appropriate orders, "in regard to any matter" as provided in section 392(1)(b), as are considered necessary for the proper working of a Scheme, as well as to "supervise" the carrying out of the arrangement/amalgamation. He also relied on the judgment of the Supreme Court in the matter of Hindustan Lever v. State of Maharashtra AIR 2004 SC ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... sfer is made. The charges that are levied, have been specified to be, "administrative" in nature. Consequently, it is obvious that the charge of Rs. 300 per square feet, in any case, is unjustifiable. 10. The decision of the Supreme Court in Hindustan Lever's case (supra) leaves no doubt that upon sanction of the scheme of amalgamation, all assets of the transferor-company, that is of the erstwhile companies, Balsara Hygienic Products Ltd.; Besta Cosmetics Pvt. Ltd.; and Balsara Home Products Pvt. Ltd., stood automatically transferred to the amalgamated company, and at that moment, they all vested in the amalgamated company. This position of law is absolute and does not admit to any exception or conditionality. 11. If any rights have accr ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... or does not operate as a transfer or sale of the property-in-question from the transferor-companies at the pre-amalgamation stage, to the transferee-company upon the passing of the order of amalgamation by the Court; the fact remains that even Clause 24 of the Agreement, which is being invoked by the respondent, specifically restricts the right of the respondent to charge only administrative charges upon the assignment of its rights by the owner to somebody else. Transfer charges of the nature entitling the respondent to further income, upon the acquisition of ownership rights in the property by a new person, are clearly not contemplated; and de hors the original flat buyers agreement between the respondent and pre-amalgamated company which ..... X X X X Extracts X X X X X X X X Extracts X X X X
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