HINDUSTAN LEVER EMPLOYEES UNION Vs. HINDUSTAN LEVER LIMITED

JUDGEMENT

(1.) THESE are five appeals under section 391 (7) of the Companies Act, 1956 (the Act) against a common order dated 3rd March, 1994 made by the Company Court under sections 391/394 of the Act sanctioning the Scheme of Amalgamation of the Tata Oil Mills Company Limited (TOMCO) - the Transferor with the Hindustan Lever Limited (HLL) - the Transferee. Company Petition No. 332 of 1993 is by TOMCO and Company Petition No. 333 of 1993 is by HLL - both for the similar relief of sanction. On these two petitions impugned order was passed. Since these appeals are against a common judgment they have been heard together and are being disposed of by this judgment.

(2.) APPEAL No. 244 of 1994 is by the Federation of Tata Oil Mills and Allied Companies Employees Unions in Company Petition No. 332 of 1993 connected with Company Application No. 250 of 1993. Appeal No. 298 of 1994 is by Mr. Rabindra Hazari - a shareholder of TOMCO - in Company Petition No. 332 of 1993 connected with Company Application No. 250 of 1993. Appeal No. 224 of 1994 is by the Hindustan Lever Employees Union in Company Petition No. 333 of 1993 connected with Company Application No. 251 of 1993. Appeal No. 301 is by Consumer Action Group and other similar Organisations, in Company Petition No. 333 of 1993 connected with Company Application No. 251 of 1993. Appeal No. 331 of 1994 is by the Consumer Education and Research Centre in Com. Petn. No. 333 of 1993 connected with Company Petn. No. 251 of 1993.

(3.) HAVING heard learned Counsel for the parties and respondent Mr. M. G. Jajoo in person at length we are satisfied that no case for interference in appeal with the impugned order exists. Here are our reasons. It is submitted by the appellants in the first four appeals and other objectors that the scheme is bad in law on the following grounds.