The expression "company" in Section 390 of the Companies Act, 1956 applies to all companies which can be wound-up under the Act and is not confined only to companies which are presently in a position to be wound-up.

( 1 ) THIS application has been made by Rossell Industries Ltd. and Rossell Tea Ltd. , inter alia, for final sanction of the Scheme of Arrangement between Rossell Industries Ltd. and Rossell Tea Ltd. and their respective shareholders being Annexure 'a' to the petition. The said Scheme of Arrangement provides for transfer of the undertakings relating to three Tea gardens viz. , Dikom Tea Estate, Nokhrey Tea Estate and Borihi Tea Estate of Rossell Industries Ltd. which taken together are defined in the said Scheme of Arrangement as "wilton Tea" and are referred to hereafter also in brief as 'wilton Tea' to Rossell Tea Ltd. This transfer of the undertakings is to be in exchange of shares of the petitioner No. 2 which are to be allotted to the shareholders of the petitioner No. 1 as specified in the said Scheme.

( 2 ) THE meeting of the shareholders of the two petitioner-Companies was directed to be held under the Chairman appointed by this Court and it appears that the said meeting was attended by 52. 7% of the equity shareholders of Rossell Industries Ltd. , i. e. the petitioner No. 1. The total paid up capital of Rossell Industries Ltd. is Rs. 10,11,90,550/- out of which shareholders holding shares of the nominal value of Rs. 5,33,19,010/- attended the meeting. Out of the said shareholders attending the meeting the shareholders holding shares of the nominal value of Rupees 5,30,70,110/- voted in favour of the Scheme and shareholders holding shares of the nominal value of Rs. 1,02,550/- voted against the Scheme. The Scheme was, thus, approved by about 99. 18% of the shareholders attending and taking part in the meeting.

( 3 ) THE Scheme of Arrangement was also approved by all the shareholders of Rossell 9 Tea Ltd. , the petitioner No. 2. This is to be noted that the only paid up capital of the petitioner No. 2 is Rs. 8,000/- and all of them voted in favour of the Scheme. After the application for final sanction of the Scheme was made and the same was advertised as per directions given and notice was also given to the Central Government. The application for sanction of the Scheme has been sought to be opposed by a number of shareholders whose total shareholding is about 0. 1171% (0. 17%) of the total value of the shareholding of the petitioner No. 1. It has been submitted on behalf of the petitioners that this is an insignificant minority of the shareholders of the petitioner No. 1. It has been submitted on behalf of the petitioners that in such circumstances their objections ought not to be entertained. For this purpose they have relied on an unreported judgment of Ajoy Nath Ray, J. dated March 3, 1993 in C. P. No. 418 of 1992 connected with C. A. No. 230 of 1992 (In the matter of : Leige Traders and Investments Ltd. ).

( 4 ) SO far as the Central Government is concerned, the learned counsel appearing on behalf of the Central Government submitted that his client has no objection to the santioning of the Scheme of Arrangement.

( 5 ) MR. Arun Prakash Chatterjee, learned counsel appearing on behalf of the shareholders-objectors submitted that so far as his clients are concerned they are objecting to the sanctioning of the Scheme in their capacity as shareholders of the company and not otherwise. The first ground raised on behalf of the said objectors was that under Sections 391 to 394 of the Companies Act, 1956, power of Court can be exercised only in respect of companies which are liable to be wound-up and are not meant for companies which are in good financial position. So far as the petitioner No. 1 is concerned, there is no doubt that it is a solvent company and is a profit-making company and does not come within the definition of a company which may be said to be presently liable to be wound-up. It was submitted that since the petitioner No. 1 is admittedly a solvent company in good financial position, this Court has no jurisdiction to sanction any Scheme of Arrangement relating to the said company and