1980 (3) TMI 235 - HC - Companies Law

Compromise and arrangement Amalgamation Amalgamation of companies in national interest Power of Central Government to provide for

Issues Involved:

1. Sanction of the scheme of arrangement and amalgamation under sections 391(1) and 394 of the Companies Act, 1956.
2. Financial viability and modernization of the transferor-company.
3. Fairness and reasonableness of the exchange ratio of shares.
4. Approval from the Central Government under section 23(2) of the MRTP Act.
5. Consideration of creditors' interests and potential objections.

Detailed Analysis:

1. Sanction of the Scheme of Arrangement and Amalgamation:

The petitions were filed by Kamala Sugar Mills Ltd. (transferee-company) and Tirumurti Mills Ltd. (transferor-company) for the court's sanction of a scheme of arrangement and amalgamation. The scheme had been approved by the members of both companies. The court considered whether the statutory requirements under section 391(2) of the Companies Act, 1956, were met, noting that the scheme had been approved by a majority in number representing three-fourths in value of the members present and voting. The court found that the statutory requirement was satisfied, and the proposed scheme had been approved by an overwhelming majority, both in number and value, of the shareholders of the two companies.

2. Financial Viability and Modernization of the Transferor-Company:

The transferor-company had become a sick textile mill due to outdated machinery and financial constraints. Despite efforts to modernize, including borrowing Rs. 45.97 lakhs from the Industrial Development Bank of India, the company continued to incur losses. The transferee-company, on the other hand, had been profitable and had surplus income. The directors of both companies believed that amalgamation would allow the transferee-company's surplus funds to modernize the transferor-company's plant and machinery, converting it into a viable unit. The court noted that the specified authority under section 72A of the I.T. Act, 1961, had approved the scheme, indicating that the amalgamation was in the public interest and would facilitate the rehabilitation of the transferor-company.

3. Fairness and Reasonableness of the Exchange Ratio of Shares:

The Regional Director, Company Law Board, objected to the exchange ratio of 1:1, suggesting a fair ratio would be 1:3. The applicants provided a valuation report from their auditors, which indicated that the intrinsic value of one share of the transferor-company was Rs. 614.40, and that of the transferee-company was Rs. 644.30. The court found no reason to reject the auditors' valuation and noted that the exchange ratio had been accepted by the overwhelming majority of shareholders. The court emphasized that shareholders are the best judges of the exchange ratio, and no shareholder had objected to the ratio fixed in the scheme.

4. Approval from the Central Government under Section 23(2) of the MRTP Act:

The Central Government had approved the scheme of amalgamation, subject to the exchange ratio of shares being determined by the High Court. The court noted that the approval was given after considering the principles mentioned in section 28 of the MRTP Act. The court found that the necessary approval under section 23(2) of the MRTP Act had been obtained.

5. Consideration of Creditors' Interests and Potential Objections:

The Regional Director, Company Law Board, raised concerns about how the transferee-company would meet the transferor-company's liabilities and the cost of modernization. The court noted that no creditor had come forward to object to the scheme, despite wide publicity. The scheme provided that all debts and liabilities of the transferor-company would be transferred to the transferee-company. The court found that the interest of the creditors was safeguarded and saw no need to convene a meeting of the creditors. The court emphasized that the transferee-company was solvent and capable of meeting the liabilities.

Conclusion:

The court concluded that the scheme of amalgamation was fair, reasonable, and beneficial to the public, members, and creditors of the transferor-company. The petitions were allowed, and the scheme of amalgamation was sanctioned. Notice was issued to the official liquidator under section 394 of the Companies Act, 1956, for the dissolution of the transferor-company without winding up.

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