EITA INDIA LIMITED Vs. STATE
LAWS(CAL)-1996-3-7
HIGH COURT OF CALCUTTA
Decided on March 20,1996

E.I.T.A.INDIA LIMITED Appellant
VERSUS
STATE Respondents


Referred Judgements :-

ASHLEVRY RAILWAY CARRIAGE AND IRON COMPANY V. RICHE [REFERRED TO]
PACIFIC COAST COAL MINES V. ARLEUTHNOT [REFERRED TO]
HINDUSTAN LEVER EMPLOYEES UNION V. HINDUSTAN LEVER LTD. [RELIED ON]
FERTILIZER CORPORATION KAMGAR UNION REGD SINDRI VS. UNION OF INDIA [REFERRED TO]
HARI KRISHNA LOHIA VS. HOOLUNGOOREE TEA CO LTD [FOLLOWED ON]



Cited Judgements :-

BHUYANKHAT TEA COMPANY PRIVATE LIMITED VS. UNION OF INDIA [LAWS(GAU)-2011-3-48] [REFERRED TO]


JUDGEMENT

- (1.)This is an application for confirmation of the Scheme of amalgamation of the petitioner Nos. 2 to 7 with the petitioner No. 1. On 28th September, 1994 an order was passed directing separate meeting of the members of the petitioner companies to be held for the purpose of considering and if thought fit approving with or without modification 9 the said scheme of Amalgamation. The said order was made in Form No. 35 under Rule 67 on an ex parte application of the applicants. The meetings were duly held under the Chairmanship of the Chairman appointed by this Court and the scheme was approved by the members of the petitioner companies at their respective meetings unanimously. Thereafter, the application was made under Section 391(2) for confirmation of the said Scheme on the basis of the report filed by the Chairman.
(2.)This application for confirmation was opposed at the first instance by Narayan Prasad Lohia representing group of shareholders of the Transferee Company. After the matter was heard for two days Learned Counsel on behalf of the said Narayan Prasad Lohia submitted that he has instruction not to oppose the application. His further submission is recorded in the minutes of the order dated 27-2-1996 which is set out hereinbelow :
"The Court : Mr. S. K. Gupta learned advocate on behalf of Mr. Narayan Prasad Lohia and his group submits that talks of settlement is going on between the family members and he expects that amicable settlement will be achieved and good relationship may be established between the members of the family and as such he does not oppose this application. Mr. Anindya Mitra, learned advocate submits that the company is not aware nor concerned with such settlement between the members of Narayan Prasad Lohia family and the same is not relevant for deciding this matter. He further submits that the company does not admit that any talks of settlement is going on. This matter Stands adjourned till 4th March, 1996 when it will appear at the top of this list."

(3.)The learned ,advocate for the Central Government who appeared originally submitted that he had instruction not to oppose the appliction. Thereafter, the Central Government was represented by another advocate Mr. Susanta Kundu who has made his submissions raising several objections. The main contention of Mr. Kundu, learned advocate for the Central Government is that the Transferee Company does not carry on business in shares as are done by the Transferor Companies. The Transferee company namely, E.I.T.A. India Ltd. carries on business transport mainly. Moreover, the amalgamation clause, namely, Clauses 8-7 in the Memorandum and Articles of Association does not permit the present amalgamation.
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