9911796707
TMI Blog1996 (6) TMI 288X X X X Extracts X X X X X X X X Extracts X X X X ..... rsuant to the direction of this Court in C.A. No. 203 of 1995. According to the petitioner, the petitioner-company was incorporated on 30-11-1988, under the Companies Act, 1956 ('the Act'). The authorised capital is Rs. 35 crores consisting of 3.2 crores equity shares of Rs. 10 each and the issued and subscribed capital is Rs. 24,53,82,000 while the fully paid-up capital is Rs. 19,53,82,000 and partly paid-up capital is Rs. 1,25,00,000. The main objects of the company are to carry on the business of manufacture, buy, sell, import, export and generally deal in all types of chemicals, pharmaceuticals, drugs and intermediaries, dye-stuffs and surgical and medical equipment. NPIL is a company incorpo-rated on 26-4-1947. Originally the company w ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 0 and paid-up capital at Rs. 48,84,550 and partly paid-up capital at Rs. 3 lakhs. 2. Pursuant to the order of this Court in connected Company Application No. 203 of 1995, a meeting of the shareholders of the company was held on 15-12-1995, where the scheme was approved. Notices have been issued to the Regional Director, Company Law Affairs, Madras. The question of issuing notice to the Official Liquidator does not arise as the petitioner- company is not going to be dissolved. The Registrar of Companies has filed a counter raising four objections : ( 1 )In the interest of shareholders of the company, the stock exchange ratio may be fixed at 5 : 50 and 5 : 200 instead of 5 : 100 and 5 : 400 in respect of fully paid and partly paid share ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... s have given approval to the scheme. Regarding the delisting of shares on the stock exchanges, the reply says that this is given more as information to the shareholders than as a condition of the scheme. Regarding the last objection also it is stated that this is also more by way of information to the shareholders but not a condition of the scheme. 4. Heard the parties. Regarding the first objection about the share exchange ratio, Mr. Ravi, the learned counsel for the petitioner, submits that when the shareholders of both the companies approved the share exchange ratio based on the valuation made by reputed chartered accountants who have taken the average value arrived at by the net asset method, the profit earning capacity method and t ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... on. If the valuation of one company is taken as on one date and the other company as on a different date, then there may be a valid objection. But both are taken as on 31 -8-1995. As Mr. Ravi rightly contends, merely because the appointed date is 1-4-1995, the actual position of the two companies on the relative date of negotiations cannot be ignored while fixing the share exchange ratio. Regarding the objection about reduction of share capital, the learned counsel for the petitioner relies on a decision of this Court in Novopan India Ltd., In re [1997] 88 Comp. Cas. 596, wherein it was held that the requirement of setting out the intention to move a resolution as a special resolution for reduction of the share capital cannot be said to ..... X X X X Extracts X X X X X X X X Extracts X X X X
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