ECHJAY INDUSTRIES P LTD Vs. STATE OF MAHARASHTRA

JUDGEMENT

(1.) BY this Application under Section 392 of the Companies Act, 1956, the applicants have prayed for the following reliefs :

(2.) BRIEFLY stated, the Respondent No. 1 Company owned a separate and distinct undertaking situated at Kanjur Village Road, Kanjur Marg, Mumbai ('the Kanjur Division' ). Some time prior to September 1984, it was agreed between the Applicants and Respondent No. 1 Company that by a Scheme of Arrangement to be sanctioned by this Court under Section 391 of the Companies Act, 1956, the whole of the assets of the Kanjur Division of Respondent No. 1 Company, inter alia, including its ownership flats/buildings and other assets pertaining to or belonging to Kanjur Division would be transferred to the Applicant Company. As per the said agreement, abovenumbered Company Petition was filed before this Court along with connected Company Petition No. 272 of 1985, after the requisite sanction was obtained in this regard from the shareholders of both the Companies. This Court, by an order dated 3rd September 1986, was pleased to sanction the proposed Scheme. The relevant portion of the said order reads thus :

(3.) IT is the case of the Applicants that in view of the aforesaid order, on and from 1st January, 1983, the subject flat and basement stood transferred to and vested in the Applicant Company. After this order was passed, an application was made to the Respondent No. 4 Society for transfer of membership in favour of the Applicant Company. That application was filed some time in December 1986, but as no decision was taken on the said application and no communication was received by the Applicants, a fresh application came to be filed in December 1998. That application was, however, rejected on 21st April, 1999. Against the said decision, the Applicants carried the matter in appeal before the Deputy Registrar of Co-operative Societies. The Deputy Registrar Co-operative Societies, however, allowed the appeal preferred by the Applicants or 7th August, 2000 and declared that the Applicant Company stood admitted to the membership of Respondent No. 4 Society in respect of Flat No. 9 on the first floor and basement with effect from 1st January, 1983 As per the direction issued by the Deputy Registrar, the name of the applicant Company was entered as shareholder in the Share Certificates concerning the basement and flat No. 9 on the first floor of Respondent No. 4 Society on 12th May, 2000. However, Respondent No. 1 assailed the order passed by the Deputy Registrar before the Division Joint Registrar, Cooperative Societies, by way of revision application, being Revision Application No. 539 of 2000, who, in turn, allowed the revision application and set aside the order passed by the Deputy Registrar, which was in favour of the applicant Company by judgment and order dated 9th March, 2001. While reversing the order passed by the Deputy Registrar, the revisional authority, inter alia, found that even though Respondent No. 4 had full authority to decide the membership issue either under Section 22 or Section 23 of the Maharashtra Co-operative Societies Act, however, there was dispute between the two companies, and it was, therefore, in the fitness of things that Respondent No. 4 ought to have directed the parties to first approach the two experts as was required by the order passed by this Court sanctioning the Scheme on 3rd September, 1986. The revisional authority further noted that the parties had relied on certain High Court proceedings touching the provisions of the Companies Act, 1956, in respect of which it had no authority and jurisdiction to comment upon.