IN THE HIGH COURT OF JUDICATURE AT BOMBAY
ORDINARY ORIGINAL CIVIL JURISDICTION
COMPANY SUMMONS FOR DIRECTION NO. 256 OF 2014
In the matter of the Companies Act, 1956
(1 of 1956);
In the matter of Sections 391 and 394 read
of the Companies Act, 1956;
In the matter of Scheme of Amalgamation
Wadala Commodities Limited (“WCL” or“Transferor Company”)
Godrej Industries Limited (“GIL” or “Transferee Company”)
Their respective shareholders
Godrej Industries Limited, a Company incorporated under the provisions of the Companies Act, 1956 and having its registered Office at Pirojshnagar, Eastern Express Highway, Vikhroli, Mumbai – 400 079, Maharashtra ...Applicant Company
FOR THE APPLICANT Mr. Shyam Mehta, Senior Counsel, i/b M/s. Rajesh Shah & Co.,
FOR THE REGIONAL DIRECTOR Mr. C.J. Joy
AMICUS CURIAE Mr. Gaurav Joshi, Senior Advocate
CORAM: G.S. Patel, J.
DATED: 8th May 2014
JUDGMENT: (Per G.S. Patel, J.)
1. Following the recent extensive amendments to the Companies Act, 1956 and bringing into force of various sections of the Companies Act, 2013, a question has been raised in this Company Summons for Direction, viz., whether in view of the provisions of Section 110 of the Companies Act, 2013 (“the 2013 Act”) and SEBI Circular dated 21st May 2013, a resolution for approval of a Scheme of Amalgamation can be passed by a majority of the equity shareholders casting their votes by postal ballot, which includes voting by electronic means, in complete substitution of an actual meeting. In other words, whether the 2013 Act, read with various circulars and notifications, has the effect of altogether eliminating the need for an actual meeting being convened.
2. In the facts peculiar to the present case, an actual meeting may not be necessary. Yet, this order is necessitated because the application as original made in this Company Scheme for Directions sought precisely such a dispensation. This is an issue that is likely to recur in several matters; hence this order.
To read the full judgement, find the attachment enclosed herewith