EITA INDIA LIMITED Vs. STATE

JUDGEMENT

(1.) This is an application for confirmation of the Scheme of amalgamation of the petitioner Nos. 2 to 7 with the petitioner No. 1. On 28th September, 1994 an order was passed directing separate meeting of the members of the petitioner companies to be held for the purpose of considering and if thought fit approving with or without modification 9 the said scheme of Amalgamation. The said order was made in Form No. 35 under Rule 67 on an ex parte application of the applicants. The meetings were duly held under the Chairmanship of the Chairman appointed by this Court and the scheme was approved by the members of the petitioner companies at their respective meetings unanimously. Thereafter, the application was made under Section 391(2) for confirmation of the said Scheme on the basis of the report filed by the Chairman.

(2.) This application for confirmation was opposed at the first instance by Narayan Prasad Lohia representing group of shareholders of the Transferee Company. After the matter was heard for two days Learned Counsel on behalf of the said Narayan Prasad Lohia submitted that he has instruction not to oppose the application. His further submission is recorded in the minutes of the order dated 27-2-1996 which is set out hereinbelow :

(3.) The learned ,advocate for the Central Government who appeared originally submitted that he had instruction not to oppose the appliction. Thereafter, the Central Government was represented by another advocate Mr. Susanta Kundu who has made his submissions raising several objections. The main contention of Mr. Kundu, learned advocate for the Central Government is that the Transferee Company does not carry on business in shares as are done by the Transferor Companies. The Transferee company namely, E.I.T.A. India Ltd. carries on business transport mainly. Moreover, the amalgamation clause, namely, Clauses 8-7 in the Memorandum and Articles of Association does not permit the present amalgamation.