JOONKTOLLEE ENTERPRISES LTD. Vs. STATE

JUDGEMENT

(1.) THIS is an application for sanctioning the scheme of amalgamation between petitioners Nos. 1 to 4 and petitioner No. 8 and the scheme of arrangement between petitioner No. 8 and petitioners Nos. 5, 6 and 7. Petitioners' case:

(2.) PURSUANT to order passed the chairpersons were appointed to conduct the meeting of the shareholders of petitioners Nos. 1 to 4 and 8. Advertisements were issued in the respective dailies intimating all shareholders the dates of the meetings. Meetings of the shareholders of both petitioners Nos. 1 to 4 and 8 were held under the chairmanship of the chairpersons appointed by this hon'ble court. Meetings of the petitioners Nos. 5, 6 and 7 were dispensed with pursuant to the order passed. The schemes were put to vote and were passed unanimously without any modification. This will appear from the report of the chairperson filed in respect of the petitioner companies. Thereafter, once again advertisements were issued in the dailies with notice to the Central Government. It is after the second round of advertisements that an affidavit has been filed by the Central Government and objections have been raised. Case of the Central Government:

(3.) COUNSEL for the petitioner submits that all requirements of Section 391(1) and Section 391(2) have been complied with. Advertisements have been published regarding the holding of meetings and the sanctioning of scheme. Meetings have been held under chairpersons appointed by court in the case of petitioners Nos. 1 to 4 and 8. The scheme of amalgamation and the scheme of arrangement have been approved by the majority shareholders as will appear from the chairperson's report. From consent letters given by the shareholders of petitioners Nos. 5, 6 and 7 approval is also evidenced. No shareholder has challenged the said scheme of arrangement. There is no allegation of violation of any statutory provision. There is compliance of Sections 391, 392 and 394 of the Companies Act, 1956. Each of the objections raised has been considered in earlier decisions and negatived.