P.B.Mukharji, J. - (1.) This appeal is a lively example of the struggle of now ideas in the old habits of thought. The new idea is the amalgamation of two companies by Special Statute of Parliament. The old habits of thought are the company law notions of amalgamation. Two companies coalesced in a strange unfamiliar setting. This is no ordinary amalgamation. An Ordinance followed by an Act of Parliament blessed this union. The impact of this Special Statute is great on the familiar Company Law under the Companies Act with its set patterns for amalgamation and the classical notions or impropriety of a company trafficking in its own share and obtaining its own shares leased on the old inheritance bequeathed by the House of Lord's dispensation in Trevor v. Whithworth (1887) 12 AC 403 (A). The struggle is keep and hard. The issue is 'whether the new ideas will succeed or the old habits of thought will prevail.
(2.) The principal actors in the scene are two limited companies, one the Indian Iron and Steel Company Limited and the other the Steel Corporation of Bengal Limited known respectively in the industrial world as the IISCO and the SCOB and both managed by the same Managing Agents Martin Burn Ltd. The President of India promulgated an Ordinance, the Iron and Steel Companies Amalgamation Ordinance on the 29th October 1952 in respect of these two Companies. This was followed by the from and Steel Companies Act, 1952, on the 29th December, 1952. There is no material difference between the Ordinance and the Act. An analysis with a bird's eye-view of the whole scope of this legislation is necessary for the appreciation of the present dispute.
(3.) The object of this legislation appearing from the preamble is to make a special provision in the interests of the general public & the Union for the amalgamation of these two companies closely connected with each other in the manufacture and production of iron and steel and for the purpose of securing efficient and economical expansion and the working of the iron and steel industry in India. The preamble also recites that successive recommendations had been made by the Tariff Board and the Tariff Commission.;