Case Note & Summary
The judgment pertains to two company petitions filed under sections 391 to 394 of the Companies Act, 1956, seeking sanction of a scheme of amalgamation of Silver Light Nirlepware Industries Private Limited (transferor company) with Duraware Private Limited (transferee company). The petitions were heard by the Bombay High Court. Two creditors, Mrs. Ashwini Tatke and Mrs. Mansi Mhaskar, filed objections to the scheme. However, on the final hearing date, after the court had directed special notice to be issued to them, an affidavit of service was filed showing notice was served for the hearing on 23.12.2004. Despite this, none of the objecting creditors appeared to press their objections. Consequently, the court rejected the objections. The court then, for the reasons recorded in Company Petition No. 695 of 2004 and Company Petition No. 696 of 2004, made the petitions absolute in terms of prayer clauses (a) to (g), thereby sanctioning the scheme of amalgamation. The judgment is brief and does not elaborate on the terms of the scheme or the specific reasons for sanction, but relies on the reasoning in the earlier petitions.
Headnote
A) Company Law - Scheme of Amalgamation - Sanction of Scheme - Sections 391-394, Companies Act, 1956 - The court considered a petition for sanction of a scheme of amalgamation between two private companies. Two creditors filed objections but did not appear at the hearing despite notice. The court rejected the objections for non-prosecution and sanctioned the scheme in terms of prayer clauses (a) to (g), following reasons recorded in earlier petitions. (Paras 1-3)
Issue of Consideration
Whether the scheme of amalgamation of Silver Light Nirlepware Industries Private Limited with Duraware Private Limited should be sanctioned under sections 391 to 394 of the Companies Act, 1956, and whether the objections raised by two creditors should be considered.
Final Decision
The court rejected the objections raised by the creditors for non-prosecution and made the petitions absolute in terms of prayer clauses (a) to (g), thereby sanctioning the scheme of amalgamation.
Law Points
- Scheme of amalgamation
- sanction of scheme
- objections by creditors
- non-prosecution of objections
- Companies Act
- 1956 sections 391-394
Case Details
2005 LawText (BOM) (02) 171
Company Petition No. 638 of 2004 connected with Company Application No. 126 of 2004; Company Petition No. 637 of 2004 connected with Company Application No. 125 of 2004
Shri Rahul Risbud for petitioner; Shri C.J. Roy with R.C. Master and M.M. Goswami, Panel counsels i/b T.C. Kaushik for Regional Director, Dept. of Company Affairs; Shri R.C. Gupta, Official Liquidator (in C.P.637/2004 only)
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Nature of Litigation
Company petition for sanction of scheme of amalgamation under sections 391-394 of the Companies Act, 1956.
Remedy Sought
Duraware Private Limited and Silver Light Nirlepware Industries Private Limited sought sanction of the scheme of amalgamation.
Filing Reason
To obtain court approval for the amalgamation of Silver Light Nirlepware Industries Private Limited with Duraware Private Limited.
Previous Decisions
The court relied on reasons recorded in Company Petition No. 695 of 2004 and Company Petition No. 696 of 2004.
Issues
Whether the scheme of amalgamation should be sanctioned under sections 391-394 of the Companies Act, 1956.
Whether the objections raised by two creditors should be considered despite their non-appearance.
Submissions/Arguments
Petitioner argued for sanction of the scheme.
Two creditors filed objections but did not appear to press them.
Ratio Decidendi
Objections not pressed by the objectors despite notice are liable to be rejected. The scheme of amalgamation is sanctioned following reasons recorded in earlier similar petitions.
Judgment Excerpts
In the present case two of the creditors have filed their objections namely one Mrs. Ashwini Tatke and Mrs. Mansi Mhaskar that though the objections are filed the said creditors are not appearing in the present proceedings.
An affidavit of service has been filed indicating that a notice has been issued to the said creditors for the hearing of the matter on 23.12.2004 when the said matter was finally heard. However, none appeared for the said creditors and pressed for the said objection.
In the light of the aforesaid facts of the matter I reject the objections raised by the said creditors.
Procedural History
The petitions were filed under sections 391-394 of the Companies Act, 1956. On a previous occasion, the court directed special notice to the objecting creditors. An affidavit of service was filed showing notice for hearing on 23.12.2004. On the final hearing date, none appeared for the creditors. The court then rejected the objections and sanctioned the scheme.
Acts & Sections
- Companies Act, 1956: 391, 392, 393, 394
