WALVIS FLOUR MILLS CO PVT LTD Vs. STATE

JUDGEMENT

(1.) This petition seeks sanction under sections 391 to 394 of the Companies Act, 1956, for a scheme of amalgamation of five companies. The petitioner - company is styled as Walvis Flour Mills Co. Pvt. Ltd. It may be made clear at this stage itself that Prosperity Holdings Private Limited., Messrs. Alsales Private Limited, Messrs. Resourceful Investments Private Limited and Messrs. Invaluable Investments Private Limited have been already amalgamated with Messrs. Sir Mathuradas Vissanji Foundation as transferee company by virtue of the order dated June 11, 1992, by a learned single judge at Bombay, in Company Private Limited, could not join in that petition at Bombay, in Company Petition No. 708 of 1991, connected with Company Application No. 347 of 1991. The fifth company, namely, Messrs. Walvis Flour Mills Company Private Limited, could not join in that petition at Bombay because that company has its registered office situated within the State of Goa and, therefore, this petition is limited to Messrs. Walvis Flour Mills Company Private Limited.

(2.) This aspect of the matter is also reflected in the judgment delivered by the learned single judge dated June 11, 1992. Individual notices to the creditors were dispensed with by the order made by this court on January 20, 1992, and it was directed that the petition be fixed for hearing on March 6, 1992.

(3.) After due compliance with the orders and service to the Registrar of Companies, Goa, and the Regional Director of Company Affairs, Bombay, the matter came up on board. The scheme for amalgamation has been opposed by Shri R. Aghoramurthy, Regional Director of Company Affairs, having his office at Bombay. The gravamen of the objection appears to be that the companies sought to be brought within the scheme for amalgamation are trading companies carrying on commercial activities whereas the transferee company is a charitable institution incorporated under section 25 of the Companies Act and its main object is restricted to providing for charities and not doing any commercial activities. It has been, therefore, contendeds that if the commercial trading companies are amalgamated with the transferee company, the very character of the transferee company will be lost and that would in terms violate the terms and conditions of the licence granted under the relevant provisions of the Companies Act.