Decided on July 30,1983

Union of India and Ors. Appellant


DESAI, J. - (1.) FOR the reasons to be declared hereafter, we hereby dismiss all the four appeals with no order as to costs.
(2.) AT this stage, the appellants of appeals Nos. 13, 14 and 18 applied for leave under art. 133 of the Constitution today. We do not think that any substantial question of law of public importance is involved and that too required to be decided by the Supreme Court in this group of appeals. The oral leave is, therefore, rejected. Thereafter, oral motion was made for continuing the status quo today for a period of about a month. Mr. B. R. Shah, the learned advocate for the transferee company, enumerated before us the various difficulties standing in their way. We appreciate the contention and, therefore, order that the copy of the reasons shall be made available to these three appellants as early as possible, but not later than 6th August, 1983, and the interim relief shall continue to operate only up to 31st August, 1983, but no further. A copy to be applied for urgently by those who have applied for interim relief to continue, the certified copies to be given to those appellants on the top most priority basis. On 30th July, 1983, we passed the following order : "For the reasons to be declared hereafter, we hereby dismiss all the four appeals with no order as to costs."
(3.) NOW , we proceed to state the reasons for dismissing these four appeals. 5. These four appeals arise out of the decision rendered by the learned single judge (R. C. Mankad J.) in Company Petition No. 182/82, connected with Company Application No. 127/82, whereby the learned judge granted sanction to the scheme of amalgamation of the two companies, viz., Ambalal Sarabhai Enterprises Ltd. (hereinafter referred to as "the transferee company"), with Standard Pharmaceuticals Ltd. (hereinafter referred to as "the transferor company"), w.e.f. 1st April,1980, overruling the objections raised by the Union of India, CIT, Narendra Shodhan, a shareholder of the transferee company and Albright Morarji Pandit & Co. Ltd., a creditor. Before going to the contentions raised before us, it will be proper to state briefly the facts leading, to the filing of these four appeals. The transferee company Ambalal Sarabhai Enterprises was incorporated on June 27, 1977, as a private company limited by shares under the Companies Act, 1956, and was converted into a public company w.e.f. December 30,1980. The registered office of the said company is situated at Baroda. It has authorised share capital of Rs. 26 crores divided into 2 crores 60 lakhs equity shares of Rs. 10 each and the issued, subscribed and paid up share capital of the said company is Rs. 18,81,90,240 divided into 1,88,19,024 equity shares of Rs. 10 each.;

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