MATHEW PHILIP Vs. MALAYALAM PLANTATIONS INDIA LTD

JUDGEMENT

(1.) A Division Bench of this Court while hearing the appeal against an order passed by a learned Single Judge felt that the decision in Official Liquidator v. Madura Co. (P) Ltd. (1975 KLT 562) requires reconsideration. Hence the reference to the Full Bench. The case, in brief, is the following:

(2.) TWO companies - M/s. Malayalam Plantations (India) Ltd. , (for short 'the M. P. I. ') and M/s. Harrispns & Cross Field (India) Ltd. , (hereinafter referred to as H & C) - evolved a scheme of amalgamation with each other. They filed petitions in this Court under S. 391 of the Companies Act, 1956 for a direction to convene separate meetings of the share holders of the companies. This Court issued a direction and in the separate meetings held pursuant thereto resolutions were adopted by overwhelming majority of the shareholders favouring the amalgamation of the two companies. A joint petition has been filed by the two companies in this Court seeking sanction for such amalgamation. Learned single Judge considered the objections filed by the four shareholders of M. P. I. After overruling the objections, learned single Judge granted sanction for the amalgamation of H & C with M. P. I. , as per the order impugned in this appeal.

(3.) AFTER addressing elaborate arguments on the question referred to the Full bench, learned counsel proceeded to argue on the further contention based on factual allegations to urge that even otherwise sanction for amalgamation ought not have been granted. We noted from the trend of this argument that the counsel may take long time to complete his arguments regarding the other aspects involving facts of the case. But we thought that this Full Bench need not spend time on such factual aspects and hence what we propose to do is to relegate this appeal to the Division Bench after deciding the question referred to the Full Bench.