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TMI Blog2012 (6) TMI 4X X X X Extracts X X X X X X X X Extracts X X X X ..... r of this Court approving the merger of the two companies – Held that:- in view of the order of the Supreme Court, the respondent No. 2 was under a duty to take steps under the Companies Act to give effect to the judgment of the Supreme Court of India. scheme has been submitted by the implementing agency in the Application or Reference and that Reference is filed by the respondent No. 1. If that Reference is incompetent on the ground that respondent No. 1 is not in existence then there is no question of the B.I.F.R. having any power to consider the scheme submitted by I.D.B.I. The B.I.F.R. will get the jurisdiction to consider any scheme only if there a Reference validly made before it and pending. If the Reference is itself not validly fil ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... a Motors Limited and Tata Motors Limited have transferred their interest in favour of the present Petitioners. The respondent No. 1 was unable to pay its debts. Therefore, an Application was moved by the respondent No. 1 under Sick Industrial Companies (Special Provisions) Act, 1985 before the B.I.F.R. The B.I.F.R. recommended winding up of the respondent No. 1 company. When an Appeal was filed before the A.I.F.R. there were two schemes accepted by A.A.I.F.R. Those schemes contemplated merger of the respondent No. 1 company with the respondent No. 2 company Wanbury Limited. The proceedings were taken up in this court for merger of these two companies. This Court made an order for merger of the two companies. Orders passed by this Court for ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ejection of the reference. Case of the petitioner was that the Reference has been filed in the year 1998 by the respondent No. 1-Company. It was pointed out that as a consequence of the order of the Supreme Court, order of the B.I.F.R. stands set aside including the order declaring the respondent No. 1 as a sick company. It was submitted that all the assets of the respondent No. 1 company are till date vesting in the respondent no. 2. The respondent No. 2 has not done anything to implement the orders of the Supreme Court. It was stated that thus the respondent No. 1 is not really in existence. It was pointed out that the share capital of the respondent No. 1 was cancelled pursuant to the order of merger by B.I.F.R. and share holders of the ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ained about that order. We find that in the Balance Sheet the respondent No. 2 has stated thus in relation to the merger and de-merger: "The Pharmaceutical Products of India Limited (PPIL) was merged with the company pursuant to the Order dated 24 April, 2007 passed by the Hon'ble Board for industrial and Financial Reconstruction (BIFR). The Hon'ble Supreme Court vide its order dated 16th May, 2008 has set aside the above referred BIFR order and remitted the matter back to BIFR for considering afresh as per the provisions of SICA, in response to a suit filed by one of the unsecured creditors of PPIL. The Hon'ble Board for Industrial and Financial Reconstruction is considering afresh, the Rehabilitation and Revival cum Merger of PI ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... t No. 1. Learned counsel appearing for the respondent No. 2 submitted that what has been considered by the B.I.F.R. is a scheme submitted by the implementing agency. In our opinion, the submission has no substance because the scheme has been submitted by the implementing agency in the Application or Reference and that Reference is filed by the respondent No. 1. If that Reference is incompetent on the ground that respondent No. 1 is not in existence then there is no question of the B.I.F.R. having any power to consider the scheme submitted by I.D.B.I. The B.I.F.R. will get the jurisdiction to consider any scheme only if there a Reference validly made before it and pending. If the Reference is itself not validly filed or does not continue to ..... X X X X Extracts X X X X X X X X Extracts X X X X
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