HIFCO CONSUMER CREDIT LIMITED Vs. MIDLAND INDUSTRIES LIMITED

JUDGEMENT

(1.) Both the applications can be decided in the common order.

(2.) Company Application No. 151 of 1995, has been filed under section 392 of the Companies Act, 1956, read with rule 86 of the Companies (Court) Rules, 1959, seeking a direction to respondents Nos. 2 and 3 to issue share certificates in accordance with the scheme of amalgamation in Company Application No. 5 of 1993, in Company Petition No. 21 of 1993. Company Application No. 152 of 1995, is filed seeking an ancillary direction to respondents Nos. 2 and 3 not to take any decision or give any directions to respondent No. 1 contrary to the scheme of amalgamation.

(3.) The facts leading to this case are that the applicant, Hifco Consumer Credit Limited, was holding 1,10,000 equity shares of Rs. 10 each in Agrobel Industries Limited. It had 6,00,000 equity shares of Rs. 10 each. The said Agrobel Industries Limited was amalgamated with Midland Industries Limited-the first respondent. The scheme of amalgamation was approved by this court in Company Petition No. 21 of 1993, dated 29/07/1994. As per the terms of amalgamation for every two equity shares (fully paid) of the transferor-company, seven equity shares (fully paid) shall be issued by the transferee-company. However, after the amalgamation the first respondent-company did not allot any shares to the petitioner to which it is entitled on the basis of 2 : 7 ratio. Respondent No. 1 thus flouted the orders of this court.