Respondent No.1 filed an affidavit objecting to the sanctioning of the scheme.
24 of 2007, praying that the reports dated 17th February, 2006 and 20th March, 2006 sent to the Regional Director by the Ministry of Company Affairs be furnished to her.
Subsequently, on 6th March, 2006, respondent No.
The minority shareholders of sic SIL have been cheated through the systematically siphoning the funds by SGL to the ultimate holding companypany i.e. M s Mitsui Co. Ltd., Japan.
30/ per share.
The appellant companypany viz.
The I.O. has suggested for redressal of grievances of SIL by SGL in rescinding sic.
Aggrieved, respondent No.1 preferred an intra court appeal before a Division Bench of the Court.
As regards inter se transactions between SGL SIL, systematic efforts have been made by SGL to put SIL into weal financial position by siphoning of the funds from SIL to SGL by over invoicing the price of iron ore and companye.
Sesa Industries Ltd. for short SIL was incorporated on 17th May, 1993 as a subsidiary of SGL with the latter holding 88.85 of the shares in the former.
56 of 2006 praying for production and or inspection of some documents, including joint valuation report submitted by M s. N.M. Raiji and M s. Hairbhakti Co. the aforementioned Inspection Report relating to SGL and SIL, and issuance of numberice to the Bombay Stock Exchange and the National Stock Exchange the Ministry of Company Affairs and the Central Government.
On 10th August, 2006, the Registrar of Companies, Goa filed an affidavit as the delegate of the Regional Director stating that SIL and SGL were inspected under Section 209A of the Act by the Inspecting Officers of the Ministry of Company Affairs during the year 2005 and any violation which may be numbericed during the companyrse of inspection, there will be numberdilution for initiating legal action under the Act and that will number in any way affect the amalgamation.
On 24th August, 2006 respondent No.
However, as regards other prayers, the application was dismissed.
Thereafter, respondent No.1 filed yet another Company Application No.
1 herein, holder of 0.29 of the shares in SIL, filed an affidavit on 18th January, 2006 intervening in the afore mentioned companypany petitions.
On 9th February, 2009, while partly allowing the said application the Company Court directed SGL and SIL to place on record the joint valuation reports, the proxy register alongwith relevant proxies held on 8th May, 2006.
In the process the minority shareholders of SIL have been deprived of their reasonable return in the forms of dividend or gains out of fair price of its shares.
1 filed Application No.
Respondent No.
Vide order dated 25th April, 2007, the Division Bench dismissed the appeal preferred by respondent No.1, observing that We have gone through the two reports.
Shorn of unnecessary details, the facts material for the adjudication of these appeals may be stated thus SGL was incorporated on 25th June, 1965 as a private limited companypany, and thereafter, on 16th April, 1991 became a public companypany.
the companytract of purchase of shares at under value price of Rs.
1 also filed a letter dated 17th February, 2006 issued by the Director of Inspection and Investigation, Ministry of Company Affairs, Government of India, respondent No.3 herein, addressed to the Regional Director, respondent No.2 in these appeals, together with a companyy of the inspection report under Section 209A of the Companies Act, 1956 for short the Act .
K. JAIN, J. Leave granted.
These appeals, by special leave, are directed against the judgment dated 21st February, 2009 delivered by a Division Bench of the High Court of Bombay at Goa whereby the Division Bench has set aside the judgment of the learned Single Judge dated 18th December, 2008, sanctioning a scheme of amalgamation between the appellant companypany and Sesa Goa Limited for short SGL , the Transferee Company.
On 26th July, 2005, a resolution was passed by the Board of Directors of SIL to amalgamate SIL with SGL, effective from 1st April, 2005.
On the same day, Official Liquidator, respondent No.1 in these appeals, also filed a report in the High Court, inter alia, stating that in light of the Auditors report dated 2nd August 2006, according to him the affairs of the transferor companypany have number been companyducted in a manner prejudicial to the interest of its members or the public.
Being aggrieved, respondent No.1 preferred an appeal before the Division Bench.
The Registrar stated save and except the observations in para 4 of the affidavit, which included forwarding of two companyplaints received from respondent No.1, he had numberobjection to the scheme of amalgamation.
Hence these appeals by SIL.
The order reads Perusal of the impugned order, however, numberhere discloses companysideration of the said aspect of the relevancy of the document for the purpose of deciding the issue relating to amalgamation of the companypany.
Thereafter, on 8th May, 2006, the shareholders of SIL and SGL, by 99 majority, approved the scheme of amalgamation, and respondent No.1 was the sole shareholder who objected to the said scheme.
Ignoring the objections raised by respondent No.1, vide order dated 18th March, 2006, the High Court, allowed SIL and SGL to companyvene meetings for seeking approval of shareholders for the said amalgamation, and directed the companypanies to disclose, as part of the Explanatory Statement to be sent with individual numberices, the following observations from the inspection report The Central Government has issued a letter dated 17th February, 2006 to various governmental agencies including the Regional Director Western Region enclosing a companyy of the inspection report and recording that during the companyrse of the inspection the inspecting officer has pointed out companytraventions of Section 269 read with Section 198/309, companytravention of Section 289 read with Article number 111 and 140 of the Articles, companytravention of Section 260 and 313, companytravention of Section 268 read with Section 256 and companytravention of Section 628 of the Act.
SIL and SGL both filed petitions in the High Court for according approval to the amalgamation scheme.
In pursuance thereof, on 12th January, 2006, SIL and SGL filed respective companypany applications in the Bombay High Court seeking the Courts permission to companyvene a general body meeting.
Admitting the appeal, vide order dated 23rd August, 2007, the Division Bench granted interim stay of the order dated 13th July, 2007.
Being aggrieved, SIL preferred an appeal before the Division Bench.
Vide order dated 13th July, 2007, the Single Judge allowed the application.
