9911796707
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Issues:
1. Approval of scheme of amalgamation under sections 391 to 394 of the Companies Act, 1956. 2. Details of the transferor-companies and transferee-company. 3. Approval of the scheme by the board of directors. 4. Salient features of the proposed scheme of amalgamation. 5. Dissolution of transferor-companies without winding up. 6. Approval of the scheme by the court and the Regional Director. 7. Exchange ratio of shares and objections raised. 8. Judicial analysis and final decision of the court. Analysis: 1. The judgment pertains to the approval of a scheme of amalgamation under sections 391 to 394 of the Companies Act, 1956, involving two transferor-companies seeking to merge with a transferee-company. The court is tasked with sanctioning the proposed scheme. 2. The transferor-companies are M/s. Alpha Quartz Limited and M/s. Hightech Precision Products Limited, both incorporated under the Companies Act, 1956. The transferee-company, M/s. Cymex Time Limited, is situated in Udaipur, Rajasthan. Details of the companies' authorized and paid-up capital, main objects, and financial positions are provided. 3. The board of directors of both the transferor-companies and the transferee-company have approved the scheme of amalgamation, as evidenced by board resolutions submitted as annexures to the petitions. 4. The salient features of the proposed scheme include the transfer of undertakings to the transferee-company, continuity of legal proceedings, transfer of employees, and issuance of shares to equity shareholders of the transferor-companies in the transferee-company. 5. Upon the court's order under section 349 of the Companies Act, 1956, both transferor-companies will be dissolved without winding up upon completion of the amalgamation process. 6. The court reviews the scheme and finds it not prejudicial to the interests of shareholders or creditors. The Regional Director's communication indicates no objection to the scheme, leaving the decision to the court. 7. Objections regarding the exchange ratio of shares are raised, but the court relies on legal precedent to uphold the acceptance of the ratio by the majority of shareholders, concluding that it is not detrimental to their interests. 8. The court independently assesses the scheme and deems it just, fair, and reasonable for all parties involved. Consequently, the court grants approval for the scheme, subject to recognition by the High Court of Rajasthan in related proceedings. In conclusion, the court grants the petitions, allowing the amalgamation process to proceed, with dissolution of the transferor-companies upon completion.
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