HINDUSTAN LEVER Vs. STATE OF MAHARASHTRA

JUDGEMENT

(1.) Civil Appeals Nos. 8232 of 1996, 8231 of 1996, 9237 and 10208 of 1996 arising from a common judgment of the High Court involving the same question of law are taken up for disposal together. Illustrative facts are taken from Civil Appeal No. 8232 of 1996.

(2.) Tata Oil Mills Co. Ltd. (Transferor Company) was incorporated on 10-12-1917 under the Companies Act, 1913. Hindustan Lever Ltd. (Transferee Company) was incorporated under the same Act on 17-10-1933. The scheme of amalgamation of transferor company with the transferee company was formulated and approved by the Board of Directors of respective companies on 19-3-1993. On 3-3-1994 the scheme of amalgamation of the transferor company with the transferee company was sanctioned with certain modifications by a single Judge of the High Court. Appeal filed against the judgment and order of the single Judge was rejected by the Division Bench on 18-5-1994. Special leave petition against the above judgment of the Division Bench was dismissed by this Court on 24-10-1994. This judgment is reported in Hindustan Lever Employees Union vs. Hindustan Lever Ltd. and others, (1995) 1 Suppl. SCC 499.

(3.) The drawn up order of amalgamation of transferor company with transferee company was approved by the High Court on 24-11-1994. On presentation of the certified copy of the Courts order the Registrar of Companies, Maharashtra issued a certificate amalgamating the two companies.