ROSELL INDUSTRIES LTD Vs. STATE

JUDGEMENT

(1.) The Court : This application has been made by Russell Industries Ltd. and Russell Tea Ltd., inter alia, for final sanction of the Scheme of Arrangement between Rossell Industries Ltd. and Rossell Tea Ltd. and their respective shareholders being annexure 'A' to the petition. The said scheme of Arrangement provides for transfer of the undertakings relating to three Tea gardens, viz, Dikom Tea Estate, Mokhrey Tea Estate and Borahi Tea Estate of Russell Industries Ltd. which taken together are defined in the said Scheme of Arrangement as "Wilton Tea" and are referred to hereafter also in brief as 'Wilton Tea' to Russell Tea Ltd. This transfer of the undertakings is to be in exchange of shares of the petitioner no. 2 which are to be allotted to the shareholders of the petitioner no. 1 as specified is the said scheme.

(2.) The meeting of the shareholders of the two petitioner companies was directed to be held under the Chairman appointed by this Court and it appears that the said meeting was attended by 52.7 %o of the equity shareholders of Russell Industries Ltd., i.e., the petitioner no. 1. The total paid up capital of Rossell Industries Ltd. is Rs. 10,11,90,550/out of which shareholders holding shares of the nominal value of Rs. 5,33,19,010/attended the meeting. Out of the said shareholders attending the meeting the shareholders' holding shares of the nominal value of Rs. 5,30,70,110/- voted in favour of the scheme and shareholders holding shares of the nominal value of Rs. 1,02,550/voted against the scheme. The scheme was, thus, approved by about 99.18% of the shareholders attending and taking part in the meeting.

(3.) The Scheme of Arrangement was also approved by all the shareholders of Rossell Tea Ltd., the petitioner No. 2. This is to be noted that the only paid up capital of the petitioner No. 2 is Rs. 8,000/- and all of them voted in favour of the Scheme. After the application for final sanction of the scheme was made and the same was advertised as per directions given and notice was also given to the Central Government. The application for sanction of the scheme has been sought to be opposed by a number of shareholders whose total shareholding is about 0.1171 % of the total value of the shareholding of the petitioner No. 1. It has been submitted on behalf of the petitioners that this is an insignificant minority of the shareholders of the petitioner No. 1. It has been submitted on behalf of the petitioners that in such circumstances their objections ought not to be entertained. For this purpose they have relied on an unreported judgment of Ajoy Nath Ray, J. dated March 3, 1993 in C.P. No. 418 of 1992 connected with C.A. No. 230 of 1992 (In the matter of Leige Traders & Investments Ltd. & Ors).