9911796707
TMI Blog2000 (12) TMI 849X X X X Extracts X X X X X X X X Extracts X X X X ..... company are to carry on the business as research, designers manufacturers and dealers of organic and inorganic chemicals, intermediates and pharmaceuticals. 3. The transferee-company was incorporated as private limited company with effect from 24-2-1984 and subsequently converted into a public limited company and an appropriate fresh certificate of incorporation was obtained from the Registrar of Companies. The main objects of the transferee-company are also substantially similar to the objects of the transferor-company. 4. The respective memoranda of association of both the companies provided for the amalgamation of each of the companies with any other company, which has similar objects. 5. Since both the companies are carryin ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... er overhead expenses. It would result in greater control and administrative convenience, pooling of marketing, technical expertise, economies of procurement and marketing facilities, which would result in better growth prospects for both the Companies. The amalgamation would result in synergy in production and optimum utilization of manufacturing facilities. It would also result in more efficient utilization of manpower and other resources while reducing overheads and result in growth through combined R D efforts. The amalgamation would therefore be in the best interest of both the companies and their respective shareholders." In the above-mentioned background, the board of directors of the transferor-company in a meeting held on 31-5-200 ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 74,259 shares] voted in favour of the proposed amalgamation scheme, which constitutes majority of the issued, subscribed and paid-up equity share capital of Rs. 1,56,34,265. Though the company petition discloses that one crore of preferential shares of Rs. 10 each, were authorised to be issued, there is no mentioned about the authorized share capital in the company petition. The learned counsel stated that the preferential shares never issued by the transferor-company. In support of the submission, the learned counsel placed before the Court the annual report of the company for the year 1999-2000 filed as Annexure "C" to the petition. Therein also only equity shares, subscribed and paid-up were shown but there is no information as to the is ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... hat the transferee-company has only 5 creditors and the said statement is supported by a certificate issued by the statutory auditors of the company, which is filed as Annexure "H". It is further stated that the transferee-company owes an amount of Rs. 169 crores borrowed from five banking institutions. The said creditors gave affidavits, copies of which are filed as Annexures "I" to "M". All the creditors in their affidavits referred to above, stated that they have no objection for the above-mentioned proposed scheme of amalgamation. Both the company petitions were admitted on 17-8-2000 and appropriate publication under rule 80 of the Companies (Court) Rules was directed to be made and in fact such publication was made and proof of servi ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... eme on merits and pass such order or orders as this Hon ble Court may deem fit in the interest of Justice." 13. The General Manager of the transferor-company one Mr. T.S. Rangan filed an affidavit dated 16-11-2000, with reference to the various issues pointed out by the Registrar of Companies the deponent who claims duly authorized to state all the facts on behalf of the transferor-company stated that the authorized share capital of the company was increased to 53 crores. With reference to the second issue pointed out by the Registrar of Companies the deponent stated that clause 10( i ) of the scheme provided for the cancellation of the 41,400 fully paid-up equity shares held by the transferor in the transferee-company. Coming to the th ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... shares of the transferor-company and the transferor-company has no objection to the same being cancelled was by mistake as a result of a typographical error typed as I submit that the said investment is not in debentures as is sought to be contended by him, but is in equity shares of the transferor-company and the transferee- company has no objection to the same being cancelled ." 15. Insofar as the first issue is concerned, in view of the fact that the shareholders of the transferee-company have already said to have been increased, the objection does not require any further consideration. Coming to the second issue, in view of the clause 10( i ) of the scheme of amalgamation, no further examination is required. Coming to the third i ..... X X X X Extracts X X X X X X X X Extracts X X X X
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