P.D.DESAI - (1.) On September 18 1975 I passed the following order in this proceeding: For reasons to be recorded in my judgment which will follow I direct Mr. P. P. Mistry (Secretary of the Transferee Company) or Mr. G. S. Rane (Senior Officer of the Transferee Company) to execute instruments of transfer in respect of the shares of such members of the Transferor Company who have exercised the option to receive cash in lieu of entitlement to shares and debentures under clause 9 but who have failed to duly execute transfer forms sent to them by the trans- feree Company in compliance with clause 9(iii) of the Scheme of Amalgamation as sanctioned and the transferor Company is directed to treat such instruments of transfer as and when delivered to it as having been duly executed on behalf of the concerned share-holders. The petitioner will pay the advocates fees of the counsel of the Central Government. In order to appreciate the circumstances under which these directions were 9 given it would be necessary to set out a few facts.
(2.) The petitioner Company Mahindra Ugine Steel Co. Ltd. (herein after referred to as the transferee Company) and the respondent Company the Bank of Baroda Limited (hereinafter referred to as the transferor company) are two public limited companies. The registered offices of the transferor Company and the transferee Company are situate in the State of Gujarat and State of Maharashtra respectively. A scheme of arrangement for amalgamation of the transferor Company with the transferee Company Was sanctioned by me on April 7 1975 On June 21 1975 the High Court of Bombay also gave its sanction to the said scheme. Consequently on August 2 1975 I made appropriate orders under sec. 394(1) of the compa- anies Act 1956 (hereinafter referred to as the Act) and one of the directions contained in the said orders was that the transferor Company shall stand dissolved as and from September 25 1975
(3.) The scheme provides for various matters but I shall refer to only those provisions which are relevant. Clause 7 of the scheme provides that every member of the transferor Company would be entitled to a certain number and category of shares and debentures to be issued by the trans- feree Company in consideration of the transfer contemplated by clauses 1 and 2 of the scheme. Clause 9 gives an option to a member of the transferor Company to elect to be paid a sum of Rs. 143.00in cash in lieu of his entitlement as provided in clause 7. Sub-clauses (ii) and (iii) of clause 9 of the scheme are material and they may be reproduced: (ii) Such option shall only be exercised by a notice in writing accompanied by relevant share certificates for cancellation sent to or served upon the transferee Company at its registered office and received by the transferee Company within 30 days from the date of the petition of the transferor Company for sanctioning this scheme of amalgamation under sec. 391 of the Companies Act 1956 is filed in the Court. A notice of the filing of the petition in the Court will be given by the transferor Company to all its members. The exercise of such option shall be irrevocable. (iii) The transferee Company may in its discretion require any member who has exercised such option to transfer his shares in the Transferor Company to a person or persons appointed by the Transferor Company in consultation with the transferee Company. Sub-clause (iv) provides for the time limit within which the cash payment in terms of sub-clause (i) is to be made to a member of the transferor Company.;