2003 (2) TMI 355

X X   X X   Extracts   X X   X X

Full Text of the Document

X X   X X   Extracts   X X   X X

....algamation of SFL with KCFL (Exh. E). The amalgamation is sought essentially on the ground that both companies are functioning under the same (one) management and are engaged in the fertiliser base business. It is averred in the petition that with a view to reduce avoidable administrative expenses and to carry on the business more effectively and profitably under the umbrella of one company, the amalgamation is proposed. It is averred that in terms of proposed amalgamation, SFL will merge/amalgamate with KCFL. 2. This Court while deciding the earlier Company Petition No. 7 of 2002 filed by these two companies had directed convening of the meetings of shareholders as also that the creditors of both the companies referred supra, as contempla....

X X   X X   Extracts   X X   X X

Full Text of the Document

X X   X X   Extracts   X X   X X

....trial and Investment Corporation of U.P. Ltd. holding 3,00,000 shares, who by their letter dated 13-3-2002 has declined to give their consent. Similarly, so far as KCFL is concerned, all shareholders as well creditors of this company have also consented [to] the proposed amalgamation except two shareholders - IFCI Ltd. holding 1,76,650 shares. This Court accordingly, issued notices to these dissenting shareholders. Despite service, none has appeared for any of them, nor have any objections, much less, objections in writing been submitted on behalf of any of these objecting/dissenting shareholders/creditors of these two companies in this petition. 5. Heard Shri P. Bagadia, learned counsel for the petitioner, and Shri B.G. Neema, learned cou....

X X   X X   Extracts   X X   X X

Full Text of the Document

X X   X X   Extracts   X X   X X

....er and a creditor of the company involved in the merger/amalgamation/compromise scheme has a right to raise an objection to the proposed merger scheme, but then, it must also appear from the objection as to what is the nature of the said objection and how far it is likely to sustain ? Raising an objection is one thing and sustaining of the same is another. When the majority of the shareholders and creditors of the company except these three have given their consent for the approval, then it has to be given effect to. Afterall, these Schemes are essentially meant for shareholders and the creditors of the company, the wishes of the majority of shareholders and creditors must be allowed to prevail in the absence of any other illegality being n....