Amalgamation

HIGH COURT OF MADHYA PRADESH Garima Automobiles (P) Ltd., In re S. SAMVATSAR J. COMPANY PETITION NO. 4 OF 2007 December 3, 2007 Section 394 of the Companies Act, 1956, read with rule 79 of Companies (Court) Rules, 1959 - Amalgamation - Petition was filed on behalf of five companies for sanctioning scheme of amalgamation of four companies with fifth one - Shareholders of said companies had unanimously approved scheme, and similarly none of creditors of companies had raised any objection for proposed scheme of amalgamation - Official liquidator, however, submitted that he may be supplied with copies of account books of company so that he may file objections - Whether once shareholders of company unanimously sanctioned scheme of amalgamation, them objection of official liquidator on basis of inspection of account books could not be sustained - Held, yes - Whether, therefore, scheme of amalgamation in question had to be approved - Held, yes FACTS The instant petition was filed on behalf of five companies under section 394, read with rule 79 of the Companies (Court) Rules, 1959 for sanctioning scheme of amalgamation of four companies with the fifth one. There was unanimous decision of all the shareholders for transferring the resolution of the board of directors of all the companies and all the members accorded their approval for amalgamation and for sanctioning the scheme of amalgamation. The creditors of the companies in their meetings had also not raised any objection for the same of amalgamation. However, the official liquidator submitted that he may be supplied with copies of account books of the company so that he may file objection. This was opposed by the companies on ground that when an application for amalgamation is filed, the official liquidator has no locus standi to oppose the amalgamation. HELD In Kriti Plastics (P.) Ltd. In re [1993] 78 Comp Cas 138 (MP), the court held that once shareholders of the company unanimously sanctioned the scheme of amalgamation, then objection of the official liquidator on the basis of inspection of the account books could not be sustained, and it could not be held that the scheme was not in the public interest. In view of this, it was not necessary for the company to supply copy of account books for inspection of the company. The Company Law Board had already granted its consent for the scheme of amalagamation. Moreover, the shareholders in their meeting had unanimously approved the scheme, and similarly none of the creditors of the company had raised any objection at the time of meeting held for the said purpose. In view of this, scheme of amalgamation had to be approved. CASE REVIEW : Kriti Plastics (P.) Ltd. In re [1993] 78 Comp. Cas. 138 (MP.) - Followed.