9911796707
TMI Blog2000 (8) TMI 1035X X X X Extracts X X X X X X X X Extracts X X X X ..... as ordered to convene meetings of equity shareholders and creditors for the purpose of considering and, if thought fit, to approve with or without modification the scheme of amalgamation (Annexure VII to the Company Application No. 4 of 2000 supported by the affidavit of Satyendra Prakash Joshi, Managing Director of the company) proposed to be made between the said company and Jai Prakash Investments Private Limited (transferor-company) on 7-5-2000 under the chairmanship of Sri S.D. Singh, Advocate. Sri S.D. Singh who was appointed Chairman to preside over the meetings has filed his report with his affidavit dated 10-5-2000 (Paper No. A-5 in Company Application No. 4 of 2000) which shows that the notices for convening the said meetings were ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... e scheme is not prejudicial to the interest of anyone. It has only been submitted by the Official Liquidator that the transferee-company should be directed to increase the authorised share capital sufficiently so as to accommodate the transferred paid-up capital of the transferor-company as per the provisions of the scheme of amalgamation and the transferor-company may be ordered to be dissolved as per section 394(1)( iv ) of the Companies Act, 1956. 5. Notice was issued to the Central Government under section 394-A. The only objection raised by the regional director in his affidavit A-7 is that the exchange ratio determined in the proposed scheme of amalgamation as 5:1 is not fair as both the companies are running in losses. He has pro ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... heme of amalgamation under the orders of this Court. A Division Bench of Calcutta High Court held in Bengal Tea Industries Ltd. v. Union of India [1989] 93 CWN 542, 566 that in the absence of any challenge from the shareholders who are primarily and exclusively interested as to the question of ratio of exchange of shares, the Court would not interfere on the question of ratio of exchange of shares at the instance of the regional director. This question stands finally settled by the view taken by the Apex Court in the case of Miheer H. Mafat Lal v. Mafat Lal Industries Ltd. [1996] 87 Comp. Cas. 792 wherein it has been held that when the ratio has been fixed by expert Chartered Accountants upon consideration of various factors and the ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 4.The transferee-company (present petitioner) do without further application allot to the members of the transferor-company the shares in the transferee-company to which they are entitled under the said scheme of amalgamation in the exchange ratio of 5:1 (5 equity shares of face value of Rs. 10 each shall be allotted against one equity share of Rs. 10 held by a shareholder of transferor-company) and the transferee-company shall increase its authorised capital accordingly after completing the requisite formalities and paying the requisite fee on the increased authorised capital as per Schedule X of the Companies Act; and 5.The transferee-company (present petitioner) within thirty days from the date of this order cause a certified copy of t ..... X X X X Extracts X X X X X X X X Extracts X X X X
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