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2004 DIGILAW 566 (BOM)

In the matter of Companies Act, 1956 v. Bhilosa Tex-N Twist Private Limited

2004-04-27

ANOOP V.MOHTA

body2004
JUDGMENT - MOHTA ANOOP V., J.: - This is a company petition in the matter of section 391 to 394 of the Companies Act, with a prayer to sanction scheme of Amalgamation of Bhilosa Synthetics Pvt. Ltd. (for short "Transferor company" or "BSPL") with Bhilosa Tex-N-Twist Pvt. Ltd. (for short the petitioner company or the "Transferee Company" or" BTPL"). 2. Company Petition No. 139 of 2004 connected with Company Application No. 51 of 2004, in which facts and reasons connected and relevant for both the transferor and transferee company have been recorded and based on the reasons given therein, the Scheme of Amalgamation has been sanctioned. Therefore, those facts and reasons with detail be treated aspart and parcel of the present petition also. 3. By order dated 13th February, 2004 in Company Application No. 52/2004 necessary order of convening and holding of meeting of equity shareholders and secured and unsecured creditors have been dispensed with, in view of the averments made, in paras 15 and 18 of the affidavit in support of summons for directions dated 11th February, 2004. However, undertaking given to issue notice of petition to all the secured and unsecured creditors and also to publish the notice of date of hearing in the newspapers. 4. By order dated 20th February, 2004 the petition was admitted and fixed for final hearing on 1st April, 2004 and necessary orders in respect of notice of hearing have been obtained including the notice to the Regional Director, Department of Company affairs. Affidavit of service dated 25th March, 2004 of hearing of petition to the Regional Director, is filed. Another affidavit of Shri Kumarpal Jain dated 29th March, 2004 proving publication and service of notice of petition, is also filed on record. 5. The Regional Director by its common affidavit dated 31st March, 2004, after verifying the report from the concerned Registrar of companies, has endorsed that the scheme is not prejudicial to the interest of creditors and shareholders of this company also. 6. The commercial exigencies and need of particular company and its shareholders and reason for the respective decisions or Resolutions, in absence of any serious objection or prejudice to anybody, the Court will not sit over to reassess the wisdom of the scheme. 6. The commercial exigencies and need of particular company and its shareholders and reason for the respective decisions or Resolutions, in absence of any serious objection or prejudice to anybody, the Court will not sit over to reassess the wisdom of the scheme. The scope of judicial review in such matters is very limited and definitely is not as that of a appellate jurisdiction, unless whole scheme is unfair, unreasonable, contrary to law and public policy. 7. All the requisite and necessary and statutory legal formalities have been complied with and there is no objection of any sort to that effect on record and the scheme is beneficial to all. 8. The matter was heard along with Company Petition No. 139 of 2004 and after hearing both the parties, and as, there is no objection received or found or pointed out by the parties and the reasons recorded separately Company Petition No. 139 of 2004, the present company petition is also allowed in terms of prayer Clauses (a) to (j), in accordance with law. 9. Costs of Rs. 2,500/- to the Regional Director to be paid by the petitioner within four weeks from today. Parties concerned to act on a simple copy of this order, duly authenticated by the Court Stenographer/Company Registrar of this Court. Petition allowed. -----