KIRITBHAI HIRALAL PATEL Vs. ARVIND INTEX LIMITED

JUDGEMENT

(1.) (per A.R. Dave, J.) In the present appeal the appellants have challenged the validity of an order dated 6th December 1999 passed by the learned Single Judge of this court whereby three companies, namely, Arvind Intex Ltd. ('AIL' for short), Arvind Cotspin Ltd. ('ACL' for short) and Arvind Polycot Ltd. ('APL' for short) had been ordered to be amalgamated into the transferee company, namely, Arvind Products Ltd. ('APRL' for short). By virtue of the impugned order, the scheme of amalgamation of the above named three companies into APRL had been sanctioned.

(2.) The appellants herein were holding 19100 shares of AIL which ultimately merged into APRL. 19100 shares of the said company had face value of Rs. 1,19,000 and the appellants had objected to the said scheme at the time when the meeting of the shareholders of AIL had been convened for the purpose of considering the scheme and they had also objected to the scheme when the said scheme was placed before the learned single Judge of this court for necessary order for sanction of the scheme.

(3.) The sum and substance of the objections which have been raised by the learned advocate for the appellants is that the scheme of amalgamation was not in the interest of the shareholders of AIL for the reason that the exchange ratio of shares which was accepted by the shareholders was neither fixed properly nor it was favourable to them. It has been submitted by him that at the time of giving sanction to the scheme of amalgamation, the shareholders of AIL were not conscious about their rights and they were not well informed about the scheme and in the circumstances they had given their consent to the scheme of amalgamation without understanding the nature of the scheme.