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2004 Supreme(Bom) 728
IN THE HIGH COURT OF BOMBAY
Mohta Anoop V., J.
In the matter of Companies Act, 1956
And
In the matter of petition under sections 391 to 394 of the Companies Act, 1956.
And
In the matter of De Beers India Minerals Pvt. Ltd.
And
In the matter of the Scheme of Amalgamation between De Beers India Minerals Pvt. Ltd.
De Beers India Minerals Pvt. Ltd. .... Petitioners.
Company Petition No. 142 of 2004 connected with Company Application No. 577 of 2003, decided on 6-5-2004.
Advocates appeared :
D.J. Khambatta i/b. Chambers of Zia Mody, for petitioner.
R.C. Master i/b. L.C. Kaushik, for regional director, Department of Company Affairs, Maharashtra, Mumbai.
S.R. Kom, Official Liquidator.
The court's decision emphasized the importance of meeting all necessary formalities and compliances under the Companies Act and ensuring that the Scheme of Amalgamation is fair, reasonable, and not prejudicial to the interest of the shareholders and the public interest.
Headnote:
Companies Act - Scheme of Amalgamation - Sections 391-394
Fact of the Case:
The petition was filed by De Beers India Minerals Pvt. Ltd. to obtain sanction to the Scheme of Amalgamation with other companies under sections 391-394 of the Companies Act.
Finding of the Court:
The court found that the Scheme of Amalgamation was fair, just, and sound, and that all necessary formalities and compliances had been met. The court noted that there were no objections from the Regional Director or the official liquidator, and the Scheme was approved unanimously by the respective shareholders and creditors.
Issues: The main issue was to obtain sanction to the Scheme of Amalgamation under sections 391-394 of the Companies Act.
Ratio Decidendi: The court's decision was based on the finding that the Scheme of Amalgamation was fair, reasonable, and not prejudicial to the interest of the shareholders and the public interest.
Final Decision: The petition was allowed, and the Scheme of Amalgamation was approved unanimously by the respective shareholders and creditors.
2. The registered office of the petitioners company is situated at Advanced Business Centre, 83 Maker Chambers VI, Nariman Point, Mumbai-21. The petitioner-company is private limited company and a Group company of the Transferee Company.
3. The Transferor Company No. 1 was incorporated on May 30,1997 and is engaged in the business of prospecting and exploration of diamonds, precious stones and other minerals. The Transferor Company No. 1 is engaged in reconnaissance activities in Andhra Pradesh and has made necessary applications to the appropriate authorities for additional reconnaissance permits in Chhattisgarh, Karnataka, Andhra Pradesh and Orissa. The Transferor Company No. 1 has also established a treatment plant, used for processing of mineral samples in Bangalore, Karnataka.
4. The Transferor Company No. 2 was incorporated on October 30, 1998 and was incorporated for the purposes of prospecting exploring, mining and quarrying of diamonds, precious stones and other minerals. The Transferor Company No. 2 has however, not commenced any prospecting, exploring mining or quarrying activities, as of the appointed date of this Scheme.
5. The Transferor Company No. 3 was incorporated on November 15, 1994 and is engaged in the business of prospecting and exploration of diamonds, precious stones and other minerals. The Transferor Company No. 3 has lodged applications for reconnaissance permits in Chhattisgarh.
6. The Transferor Company No. 4 was incorporated on November 15, 1994 and is engaged in the business of prospecting and exploration of diamonds, precious stones and other minerals. The Transferor Company No. 4 is engaged in reconnaissance activities in Karnataka, Andhra Pradesh and Chhattisgarh and has made necessary applications to the appropriate authorities for additional reconnaissance permits in Chattisgarh, Karnataka and Orissa. The Transferor Company No. 4 has also established a treatment plant used for processing of mineral samples in Banglore, Karnataka.
7. The Transferor Company No. 5 was incorporated on June, 16,1994 and is engaged in the business of prospecting and exploration of diamonds, precious stones and other minerals. The Transferor Company No. 5 is engaged in reconnaissance activities in Andhra Pradesh and Chattisgarh and has made necessary applications to the appropriate authorities for additional reconnaissance permits in Andhra pradesh, Chattisgarh, Karnataka , Orissa, Maharashtra, Jharkhand, Madhya Pradesh, Uttar Pradesh and Tamil Nadu. The Transferor Company No. 5 has also established a treatment plant for processing of mineral samples in Bangalore, Karnataka.
8. The Transferee Company was incorporated on November, 15,1994 and is engaged in the business of providing services of geologists and other qualified technicians, as well as, other mining related and corporate services to other Indian De Beers Group Companies.
9. As per the Audited Balance sheet of the petitioner company (transferor No. 1), as on 31st March, 2003 and On audited balance sheet of the petitioner company, as on 31st August, 2003, the capital structure of the petitioner company, as on November 18, 2003 on the date of the petition is set o
