MAFATLAL INDUSTRIES LTD. Vs. STATE

JUDGEMENT

(1.) MAFATLAL Industries Limited (hereinafter referred to as 'MIL' for brevity) is the transferee company, which has moved this petition for sanction of this court to the scheme of amalgamation of Mafatlal Fine Spinning and . (hereinafter referred to as 'MFL' for brevity), the transferor company under section 391(2) of the Companies Act, 1956.

(2.) THE transferor company, MFL, is proposed to be amalgamated with the petitioner company under the following circumstances and for the following reasons :

(3.) THE transferee company, MIL, thereupon filed Company Application No. 872 of 1993, in the High Court of Gujarat under section 391 of the Companies Act, 1956, for convening the meeting of the equity shareholders of the petitioner company, MIL. It appears that the learned single judge of this court, vide order dated December 22, 1993, was pleased to direct that the meeting of the equity shareholders of MIL be convened on January 22, 1994, for the purpose of considering and, if thought fit, approving with or without modification, the said scheme of amalgamation. The said order also stipulated that Arvind N. Mafatlal, failing him Rishikesh A. Mafatlal should act as chairman of the meeting and should report the result thereof to this court. The details of the order shall be mentioned at the appropriate stage as a serious objection is taken to the convening and holding of the meeting of the equity shareholders of MIL without classifying the equity shareholders into the majority group and the minority group and the second objection is to the effect that Arvind N. Mafatlal, who acted as chairman of the meeting, ought not to have been appointed and he ought not to have worked as chairman of the said meeting.