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1994 DIGILAW 336 (GUJ)

Hipolin Products Ltd. v. ABC

1994-10-27

M.S.PARIKH

body1994
JUDGMENT : M.S. PARIKH, J. 1. All these three petitions are submitted by the petitioners for obtaining the sanction of scheme of amalgamation as per Annexure 'C' in all the petitions, by virtue of the provisions contained in sections 391, 392 and 394 of the Companies Act, 1956 ('the Act' for short). 2. The petitioners of company petitions No. 148/94 and 149/94, namely, (i) Hipolin Products Ltd., and (ii) Hipolin Surfactants (P) Ltd., are the transferor companies, whereas the petitioner in company petition No. 150/94, namely, Hipolin Ltd. is the transferee company. They are respectively referred to as the transferor companies and the transferee company. The transferor companies are sought to be amalgamated with the transferee company. 3. The main objects of the transferee company are wide enough to take within their sweep the transferor companies which are sought to be amalgamated with the transferee company. The objects of the three companies are more particularly described in memorandum of association annexed with the respective petitions. They inter alia are with regard to carrying on business of manufacturing and selling of detergent powders, detergent liquids, other washing powders, etc. 4. One of the transferor companies is a private limited company. All the three companies belong to the same management. All the three companies are profit-making companies. For the purpose of enlargement of the area of operations and to decrease unnecessary administrative cost, the three companies have thought it fit to enter into a scheme of amalgamation as per Annexure 'C'. 5. Necessary advertisements have been published in Indian Express and Jansatta on 4.9.1994. The court notice was also issued to the Central Government in accordance with the provisions contained in section 394A of the Act in each of the petition. The meeting of the shareholders and creditors of the transferor companies and the meeting of the shareholders of the transferee company were ordered to be dispensed with by an order of this court (Coram : S.D. Shah, J.), dated 3.8.1994. After all these three petitions came to be admitted, necessary advertisements were issued as stated above. 6. The official liquidator's report is placed on record. According to his report, there is no objection for according sanction to the scheme of amalgamation. 7. Insofar as Central Government is concerned, Mr. After all these three petitions came to be admitted, necessary advertisements were issued as stated above. 6. The official liquidator's report is placed on record. According to his report, there is no objection for according sanction to the scheme of amalgamation. 7. Insofar as Central Government is concerned, Mr. Jayant Patel, learned additional standing counsel, has placed on record the letter dated 7.10.1994 issued by the Registrar of Companies, Gujarat, setting out the following objection : "... However, you may point out to the Honourable Court that the appointed date requires to be from the date of the order of the court as the transferee company was not a public limited company till 25.6.1994." 8. In reply to the aforesaid objection and submission made by Mr. Jayant Patel in support of the said objection reference has been made to the averments contained in the petition bearing company petition No. 150/94. Accordingly, the transferee company was incorporated on 31.3.1994 as Hipolin Detergents (P) Ltd. and registered as such in the office of Registrar of Companies, Gujarat, under the Act. This was converted into Hipolin Detergent Ltd. and the name was further changed to Hipolin Ltd. on 6.7.1994. It is further submitted that, in fact, the application for change of name was made on 25.6.1994 and the registration was granted on 6.7.1994. Actually, before the transferee company was registered as private limited company on 31.3.1994, it was a registered partnership firm known as Navjyot Chemicals and doing its business ; it had various manufacturing units in various places in India for manufacturing of detergent powder. In light of this fact, it is submitted by Mrs. Swati Soparkar, learned advocate appearing for the petitioner, that the provisions with regard to amalgamation as contained in sections 391 and 394 of the Act are wide enough to allow the appointed date to remain. The members as well as the shareholders of the three companies have agreed to the particular scheme of amalgamation and to a particular appointed date. There is no reason for not according the sanction to such a scheme of amalgamation by virtue of the provision or section 23, sub-section 3, which reads as under : 23. Registration of change of name and effect thereof- ... There is no reason for not according the sanction to such a scheme of amalgamation by virtue of the provision or section 23, sub-section 3, which reads as under : 23. Registration of change of name and effect thereof- ... (3) The change of name shall not affect any rights or obligations of the company, or render defective any legal proceedings by or against it ; and any legal proceedings which might have been continued or commenced by or against the company by its former name may be continued by or against the company by its new name." 9. It is clear on a plain reading of the aforesaid provision that the rights and/or obligations of the company are not adversely affected on account of the change in the name. If that is so, it can have hardly any effect on the scheme of amalgamation containing particular appointed date. By virtue of the aforesaid provision in the section itself, it cannot be said that the particular company was not at all in existence. The result is that the objection set out in the aforesaid letter dated 7th October, 1994, cannot be accepted so as to alter the appointed date. 10. Insofar as workers are concerned, necessary provision has been made to protect their interest as pointed out from the scheme by the learned advocate for the petitioner. 11. In the facts and circumstances emerging from the record of these three petitions and in view of the fact noted above, it is ordered that the transferor companies be amalgamated with the transferee company with effect from 1st April, 1994, as per proposed amalgamation (Annexure 'C'). Consequently, all the rights, liabilities and duties of the transferor companies shall stand transferred to and vested in the transferee company, viz., Hipolin Ltd. without any further act or deed, and all the liabilities and duties of the transferor companies shall also become the liabilities and duties of the transferee company and the transferor companies shall stand dissolved, without winding up, in view of the scheme of amalgamation as per Annexure 'C' being sanctioned. 12. The petitioners are directed to file the copy of the order with the Registrar of Companies within a period of thirty days and the Registrar of Companies shall treat the transferor companies as dissolved, with effect from 1st April, 1994. 12. The petitioners are directed to file the copy of the order with the Registrar of Companies within a period of thirty days and the Registrar of Companies shall treat the transferor companies as dissolved, with effect from 1st April, 1994. It is also clarified that any person interested shall be entitled to apply to this court for any appropriate direction that may be necessary. 13. The petitioner shall bear the cost of respective petitions and shall also pay the fees of the learned additional standing counsel appearing on behalf of the Central Government and the same is quantified at Rs. 2,500 (Rupees two thousand five hundred only) in each of these three petitions 14. All these petitions would stand disposed of accordingly.