9911796707
TMI Blog1998 (1) TMI 461X X X X Extracts X X X X X X X X Extracts X X X X ..... incorporated under the Companies Act having its registered office at 30th floor Centre one, World Trade Centre Complex, Cuffe Parade, Bombay-400 005. 3. The petitioner transferor company had earlier filed company applica- tion No. 162 of 1997 and as per the order passed in that application on 7-5-1997, the petitioner was directed to convene and hold meetings of the shareholders for getting approval to the amalgamation scheme after issuing necessary advertisement and similarly to obtain approval of the secured creditors. As per the said order, the petitioner had convened meetings of unsecured creditors and the unsecured creditors had approved and sanctioned the said scheme in the meeting held on 7-6-1997. The petitioner transferor compa ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ite clear that the objections which the Regional Director of Company Affairs has raised some objections through the Registrar of Companies, Gujarat State were ultimately withdrawn by the said Registrar of Companies and the Regional Director of Company Affairs and High Court of Bombay was pleased to approve and sanction the amalgamation scheme in question by passing an order dated 11-12-1997 in company application No. 605 of 1997 of that Court. There-fore, in view of the said position, the objections raised by the Regional Director of Company Affairs really do not survive. 5. Now apart from the above aspect I proceed to consider the said objection of Regional Director of Company Affairs as I am of the view that it is the statutory duty o ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... s regarding the correctness of ratio of exchange of shares, is to be raised by the shareholders of the transferor company as well as transferee compa- ny, if there be any. If in their commercial wisdom the shareholders of the transferor company as well as the transferee company accept the said ratio of shares, it would not be open for the Regional Director of the Company Affairs to raise objection on that ratio. At the most that contention could be raised by secured creditors as well as unsecured creditors who are likely to be affected by the same. But in this case the secured creditors as well as unsecured creditors have not raised any objection in the ratio of the shares. It is also quite obvious that no such objection was also raised in ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... t the Scheme as a whole along with the exchange ratio presumably in expectation of better profits in years to come when the amalgamated companies would operate and when there would be, according to the shareholders, better prospects of earning greater dividends. They willingly agreed to give in exchange two shares of transferee company for five shares of transferor company and made them available to the shareholders of the transferor company. The appellant was representing only 5 per cent dissenting shareholders and his objection was almost a voice in the wilderness which did not appeal to the majority of his brother shareholders. Shri Shanti Bhushan, the learned senior counsel for the appellant in this connection invited our attention to t ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... Judge. 'The other conclusion I draw is this... the Court ought to regard the scheme as a fair one inasmuch as it seems impossible to suppose that the Court, in the absence of any strong grounds, is to be entitled to set up its own view of fairness of the scheme in opposition to so very large a majority of shareholders who are concerned. Accordingly, without expressing a final opinion on the matter because there may be special circumstances in special cases, I am unable to see that I have any right to order otherwise in such a case as I have before me, unless it is affirmatively established that notwithstanding the views of a very large majority of shareholders, the scheme is unfair.' We may also refer to decision of the Gujarat High Co ..... X X X X Extracts X X X X X X X X Extracts X X X X
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