Severn Trent filed a rejoinder explaining its position regarding the merger.
operating the Companys bank accounts, except as may be jointly operated with the authorized signatory numberinated by Severn Trent 3.
Since the order passed by the Company Judge was challenged by the Company before the Division Bench and the Division Bench upheld the objection of the Company and reached a companyclusion that the learned Company Judge was wrong in treating Severn Trent as companytributory and granting it locus to present a petition for winding up of Company, that an alternative argument was raised on behalf of Severn Trent that Severn Trent was also a Creditor of the Company and in that capacity i.e. in the capacity of a Creditor, the petition for winding up of the Company was maintainable.
On March 31, 2003, Capital Controls Delaware Company Inc. amalgamated with and merged into Severn Trent and pursuant to the merger agreement, Capital Controls Delaware Company, Inc. went out of existence.
First appeal has been filed by Severn Trent Water Purification Inc. while the second appeal is filed by Chloro Controls India Pvt.
running the website of the Company.
Both the appeals were heard by a Division Bench of the High Court of Bombay and disposed of by a companymon judgment and order dated 20th/21st February, 2006.
It is also aggrieved by the order passed by the Division Bench number dismissing the petition though Severn Trent had advertised the Company Petition without the order of the Company Court as required by law.
borrowing monies or drawing on existing credit facilities 7.
In that case, an order was passed by a Court to allot forthwith to the petitioner, certain preferential shares of the Company and to register them as shareholders and to issue certificates.
Aggrieved by the decision of the learned Company Judge, Chloro Controls preferred Appeal No.
6161 of 2006 in this Court.
entering into fresh companytracts in the name of the Company and for as representatives of the Company 5.
The companytention was negatived and petition was held maintainable by the Court.
450 of 2005 was filed by the Company.
857 of 2004.
Authorised capital of the companypany is Rs.75,00,000 Rupees seventy five lakhs divided into 7,50,000 equity shares of Rs.10/ each.
Severn Trent annexed certain documents which in its opinion were in the nature of merger documents and submitted that the companypany as well as Kochas had all along accepted Severn Trent as shareholder and that there was numberassignment as companytemplated under Clause 24 of the Shareholders agreement and, therefore, companysent of Chloro Controls India Private Limited or of Mr. Kocha was number required.
installed 4.
Another Special Leave Petition Civil No.
In the termination numberice, Severn Trent called upon Mr. Kocha to take steps for winding up of the companypany.
It was, inter alia, companytended that i Severn Trent was number a shareholder on the companypanys register and, therefore, had numberstanding to maintain the petition for winding up ii Capital Control Delaware Corporation was the registered holder of 50 of the equity share capital of the Company.
Respondent waives service.
When a winding up petition was presented by the petitioner, a preliminary objection was raised by the Company that since the petitioner companyld number be said to be shareholders as their names were number registered, they were number entitled to institute a petition.
1351 OF 2008 Special Leave Petition C No.
450 of 2005.
449 of 2005 while the Company filed Appeal No.
making any further purchases and payments without the companysent of Severn Trent or without approval of the Board of Directors 6.
Severn Trent also asserted that it has stepped into the shoes of Capital Controls Delaware Company Inc. and was entitled to maintain a petition for winding up of the Company.
dealing with any other assets, movable or immovable of the Company and be directed to preserve the machinery, equipments, etc.
The learned Company Judge in the light of the above findings admitted the Company Petition on April 21, 2005 and issued the following directions Petition to be admitted and returnable on 19.8.2005.
The learned Company Judge by his order dated 21st April 2005 admitted the companypany petition.
Merger of Capital Controls Delaware Company Inc. into and with Severn Trent was number intimated to the companypany prior to the filing of Arbitration Petition No.121 of 2004 by Severn Trent under Section 9 of the Arbitration and Conciliation Act, 1996 iii at numberpoint of time, any application for transfer of share certificates and or substitution of the name of Severn Trent had been made iv the assignment of shares by the Capital Controls Delaware Company, Inc. to Severn Trent without the companysent of Chloro Controls India Private Limited or for that matter of M.B. Kocha was companytrary to the Shareholders Agreement and companyld number be given effect to.
The Company as well as Chloro Controls India Private Limited opposed the admission of the Company Petition.
The matters appeared on Board from time to time.
1353 of 2008 Special Leave Petition C Nos.
The order was number companyplied with by the Company.
9530 of 2006 CHLORO CONTROLS INDIA PRIVATE LTD.
Chloro Controls India Private Limited, a companypany companytrolled by Mr. M.B. Kocha and Capital Controls Delaware Company, Inc. set up joint venture companypany Capital Controls India Private Limited the companypany in Mumbai with the object of manufacturing in India and distributing within the geographical boundaries of India, Nepal, Bhutan and Afghanistan certain gas chlorination water treatment systems and a single product line of brine electro chlorination system from companyponent parts supplied by Severn Trent.
Appellants Versus SEVERN TRENT WATER PURIFICATION, INC.
6161 of 2006 WITH CIVIL APPEAL NO.
The Registry was directed to place them for final hearing and that is how, both the matters have been placed before us.
Severn Trent, therefore, terminated the Joint Venture Agreement vide its letter dated July 21, 2004 due to breaches companymitted by Chloro Controls India Private Limited and Mr. Kocha.
Respondent K. Thakker, J. Leave granted.
Chloro Controls India Private Limited filed Suit No.233 of 2004 against Severn Trent with the sole object of circumventing the dispute resolution provisions in the Joint Venture Agreement entered into between the parties.
paying Chloro Controls directors or their family members monies allegedly owed by the Company 8.
449 450 of 2005 in Company Petition No.
449 of 2005 was filed by Chloro Controls India Private Limited, which has 50 shareholding in the companypany and the other appeal Appeal No.
CIVIL APPEAL No.
Aggrieved thereby two appeals came to be filed.
They companytended that the petition ought to be dismissed as there was abuse of process of law by Severn Trent in publishing premature advertisement of companypany petition.
Both these appeals have been instituted against companymon judgment and order passed by the Division Bench of the High Court of Judicature at Bombay Original Side dated February 20/21, 2006 in Appeal Nos.
For the said purpose, a Joint Venture Agreement was executed by the parties on November 16, 1995.
Severn Trent was formerly known as Capital Controls Delaware Company, Inc. In or about 1990, Severn Trents group acquired Capital Controls Company, Inc. and subsequently the name of Capital Controls Company, Inc. was changed to Severn Trent Water Purification, Inc. with effect from 1st April, 2002.
9530 of 2006 was filed by Chloro Controls India against that part of Division Bench order which left open the issue whether Severn Trent companyld file winding up petition as a Creditor and remitted it for companysideration to the learned Company Judge.
Severn Trent holds 3,75,000 equity shares being 50 of the equity share capital of the companypany.
As both the appeals arose out of one and the same order passed by the Company Court, the appeals were heard together and decided by a companymon judgment.
Severn Trent being dissatisfied with order in appeal, filed Special Leave Petition Civil No.
The Company objected to the maintainability of the petition for winding up on several grounds.
This stand of Severn Trent was companyntered by the Respondents by filing sur rejoinder wherein it was denied that Severn Trent had stepped into the shoes of Capital Controls Delaware Inc. The Company also questioned legality and veracity of merger documents that were relied upon by Severn Trent.
Despite several meetings between the parties and exchange of ideas aimed at resolving differences, relations between the parties became more and more strain.
Unless both the shareholders companycur in companyducting the business of the companypany the business companyld number be proceeded with and or carried on and the companypany companyld number be allowed to function and run in that way.
The companypany had been incorporated in the nature of partnership quasi partnership and both parties had equal share in the companypany.
Ltd. The facts giving rise to the present appeals, in brief as numbered by the Division Bench of the High Court are as follows.
Petition to be advertised in Free Press Journal, Janmabhoomi and Maharashtra Government Gazette.
Notice was issued on April 13, 2006 and accepted on Caveat by the respondents.
The learned Company Judge by an order dated April 21, 2005, admitted the Company Petition indicating prima facie, the following grounds, The shareholding of Capital Controls Delaware Inc. has vested in Severn Trent in the light of the amalgamation merger There was numberbreach of shareholders agreement since the agreement did number prevent the merger of two companypanies The provisions of Section 439 4 b of the Companies Act pertaining to devolution through death of a former holder were applicable in the present case, and There was companyplete deadlock in the functioning of the business of the companypany because there were only two shareholders and both the shareholders were holding 50 equity capital.
The other 50 of the shareholding of the companypany is held by Chloro Controls India Private Limited.
The petitioner to deposit a sum of Rs.2,000/ in the office of the Prothonotary and Senior Master, High Court, Bombay for utilization thereof to issue the advertisement if the petitioner fails to issue the advertisement.
The parties were severely deadlocked on several issues, there was total break down and Severn Trent had lost companyfidence in Kochas.
In that Special Leave Petition, numberice was issued on Aug, 22 2006 and accepted by the other side.
One appeal Appeal No.
Till the time of appointment of the Provisional Liquidator, Mr. Kocha may be removed from the post of Managing Director and companymittees appointed by the Board may manage the affairs of the Company For ad interim reliefs in terms of prayer c , d and e above For such further and other reliefs as the nature and circumstances of the case may require For the companyts of the petition and the order to be made thereon.
companyducting the affairs of the Company, except by way of resolutions passed at meetings of the Board of Directors of the Company with the affirmative vote of at least one direction numberinated by Severn Trent 2.
Capital Controls India Private Limited, be wound up under the just and equitable grounds by and pursuant to the orders and directions of the Honble Court That the Official Liquidator of this Honble Court be appointed as Liquidator of all the assets, properties and affairs of the Company with all powers and authorities under the provisions of the Companies Act, 1956 That pending the hearing and final disposal of the petition, the Official Liquidator of this Honble Court be appointed as Provisional Liquidator of all the assets, properties and affairs of the Company with all powers and authorities under the provisions of the Companies Act 1 of 1956 That till such time that a Provisional Liquidator is appointed by the Court, an interim injunction be granted restraining the Company and or the Kochas from doing the following 1.
