9911796707
TMI Blog2007 (7) TMI 400X X X X Extracts X X X X X X X X Extracts X X X X ..... ate Limited ( the transferor company ). 2. The transferor Company was incorporated under the name of SMS Polymers Pvt. Ltd. on 31-7-1998 with the Registrar of Companies, Rajasthan, which was subsequently changed to Samrat Industries Pvt. Ltd. on 9-7-1999, as would be evident from the Memorandum and Articles of Association. It would have an authorized share capital of Rs. 1,50,00,000 divided into 5,00,000 equity shares of Rs. 10 each and 10,00,000 lakhs preferential shares of Rs. 10 each. The issue subscribed and paid up capital of transferor company is 5,00,000 equity shares of Rs. 10 each fully paid up and 5,00,040 preferential shares of Rs. 10 each fully paid. 3. It is stated that the transferor Company is a private limited Compan ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ore economically, efficiently and profitably to a greater advantage. The registered office of the transferee Company is also situated at Jaipur, Rajasthan and if the scheme of amalgamation is sanctioned, the necessity to have separate registered offices will be done away with. (3) The amalgamation of both the companies will result into the advantage of economies of sale, administrative conveniences, elimination of duplication of work and other benefits. (4) The merged entity shall have a stronger financial base which shall enable the transferor Company to participate more vigorously and profitably in competitive market environment and also in future diversification and growth. (5) A stronger financial base shall facilitate the merged ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... Department of Company Affairs, New Delhi, for hearing of the matter on 27-4-2004 and this Court further ordered for the publication of notice in the English Daily Hindustan Times , New Delhi Edition and the Hindi Daily Dainik Bhaskar , Jaipur Edition for inviting objections from the equity shareholders. 7. In compliance of the order dated 23-3-2007/30-3-2007, the notice of the meeting was published on 7-4-2007 in the English Daily Indian Express and the Hindi Daily Dainik Bhaskar on application for ratification being filed by the applicants. 8. The meeting of preferential shareholders and equity shareholders was held and the Chairman Shri Ashok Kumar Pareek submitted his report to this Court stating therein that the meeting wa ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... as also agreed upon between the parties that due to the amalgamation of members creditors would not in any manner be prejudicially affected. 10. Regional Director, Northern Region Department of Company Affairs, New Delhi has submitted a representation/affidavit under section 394A of the Act, 1956. The objections have been raised that creditors meeting has not been convened in the present case and the copy of the valuation report has not been submitted by both the companies. Both the companies have stated that the Exchange Ratio for amalgamation has been finalized on the basis of book value of shares on the basis of audited balance sheet as at 1-10-2006 of both the companies. It was further objected that the ratio of exchange i.e. prop ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... transferor-company may be ordered to be dissolved within the meaning of section 394(1)( iv ) of the Companies Act, 1956. 12. Heard Mr. Gunjan Pathak, Mr. B.K. Sharma, counsel for the petitioner, Mr. R.C. Meena, Official Liquidator. 13. I have gone through the record of the case, I am satisfied that both the Companies have disclosed to this Court all the material facts relating to the amalgamation as required under proviso to sub-section (2) of section 392 of the Companies Act. The scheme of merger of the transferor Company in the transferee Company has been unanimously approved by the shareholders. It is true that the meeting of secured creditors and unsecured creditors of the Company has not been convened and no notice of meeting ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... heme of amalgamation of the transferor Company in the transferee Company. The other objection are overruled in the interest of amalgamation. 16. In these facts and having been satisfied on the basis of the material produced on the record I am of the view that the prayer made in the petition deserves acceptance. 17. In the above facts and circumstances the scheme of amalgamation of the transferor Company in the transferee Company is hereby sanctioned under section 391(2) of the Companies Act, 1956 from the effective order i.e. 1-10-2006. 18. All the property, rights and powers of the transferor Company specified in the Annexure I of the petition and all the other property, rights and powers of the transferor Company be transfer ..... X X X X Extracts X X X X X X X X Extracts X X X X
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