2003 (11) TMI 337 - HC - Companies Law

Summary

Issues:
Petition for sanction of scheme of amalgamation under section 394 of the Companies Act, 1956.

Analysis:
The judgment pertains to two company petitions seeking the sanction of a scheme of amalgamation under section 394 of the Companies Act, 1956. The first petitioner is the transferor company, incorporated in 1986, primarily engaged in the steel business. The second petitioner is the transferee company, also incorporated in 1986, with similar business objectives. The scheme aims to merge the transferor company into the transferee company, considering their close relationship, shared management, and operational synergy. The amalgamation is expected to benefit both shareholders and employees of the companies.

The key features of the scheme include the transfer of all assets and liabilities of the transferor company to the transferee company, continuity of employment for transferor company employees, and a share exchange ratio of 4:7, entitling transferor company shareholders to seven equity shares in the transferee company for every four held. The scheme has received approval from the boards of directors of both companies, and no objections have been raised by any stakeholders following the required publication and notices.

However, an objection was raised by the Registrar of Companies regarding the valuation of shares, suggesting that the exchange ratio may be unfair due to the transferor company's accumulated losses and lack of significant business activity beyond lease income. The objection proposed reconsideration through an independent valuation process. In response, the court emphasized that the valuation was conducted by chartered accountants, and the shareholders' collective acceptance of the exchange ratio, based on expert valuation, should not be interfered with by the court. Citing previous judgments, the court dismissed the Registrar's objection, stating that if the scheme as a whole is fair and reasonable, the court should not substitute its judgment for that of the shareholders.

The court further noted that the scheme had addressed the interests of employees and shareholders, with no detrimental impact on public interest or secured loans. Considering the resolutions passed by the boards, unanimous shareholder consent, and the absence of prejudicial conduct, the court sanctioned the scheme of amalgamation. The assets and liabilities of the transferor company were directed to be transferred to the transferee company without winding up, and the order required registration with the Registrar of Companies within 30 days.