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TMI Blog2008 (8) TMI 560X X X X Extracts X X X X X X X X Extracts X X X X ..... e chartered accountant as enclosed by the official liquidator, the transferor company shall stand dissolved without winding up. - CP NOS. 117 AND 118 OF 2008 - - - Dated:- 8-8-2008 - MRS. CHITRA VENKATARAMAN, J. T.K. Bhaskar, A Edwin Prabakar and M. Jayakumar for the Appearing Parties. JUDGMENT Mrs. Chitra Venkataraman, J. These company petitions are preferred under sections 391 to 394 of the Companies Act, 1956, for sanctioning the scheme of amalgamation of the transferor company with the transferee company with effect from April 1, 2007. The scheme of amalgamation is annexed as annexure 3 in the petition. The petitioner in CP No. 117 of 2008 is the transferor company and the petitioner in CP No. 118 of 2008 is ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... r company, the transferee company shall issue and allot one equity share of Rs. 100 each for every four equity shares of Rs. 100 each held in the transferor company. But M/s. Murali and Associates, chartered accountants, Chennai, have valued the shares of both the companies and recommended one equity share of Rs. 100 each of the transferee company for every 238 equity shares of Rs. 100 each held in the transferor company. It is not known on what basis the exchange ratio of 1 : 4 is proposed in the scheme. This requires clarification. 4. There is a prayer for dissolution of the transferor company without winding up in the petition filed by the transferor company. But there is no specific clause for dissolution in the scheme approved by the ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... sed capital of the transferor company without any further act or deed as contemplated in the scheme, it will be not only against the provisions of the Companies Act, 1956, but it will also involve substantial loss to the Central Government revenue. ( e )The authorised capital of the transferor company to that of the transferee company cannot be a part of the scheme since section 97 of the Companies Act, 1956, is only a procedural compliance requiring payment of registration fee with the Registrar of Companies and which does not require any permission of the court. 6. The equity shares 10,000 held by the transferor company in the transferee company is proposed to be cancelled and hence there is no justification for clubbing the authorise ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... . The reasoning given by learned counsel as stated above clearly establishes, that the exchange ratio proposed was accepted by the shareholders as beneficial to them. Being a considered decision by the shareholders, the objection of the Regional Director stands rejected. As regards the objection taken in paragraph 4 of the Regional Director's report, there is no specific clause for dissolution of the transferor company. It may be seen that on the amalgamation of the transferor company with the transferee company, the transferor company is no longer in existence as an independent legal entity. In the circumstances, the follow-up on amalgamation is only a dissolution of the transferor company without winding up which the court has to order. ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... policy or pubic interest. No proceedings are pending under sections 231 to 237 of the Company Act, 1956. All the statutory provisions are complied with. Consequently, there shall be an order approving the scheme of amalgamation of the transferor company M/s. Vijran Hotels and Estates P. Ltd., the petitioner in C.P. No. 117 of 2008, with the transferee company M/s. A.R. Foundations P. Ltd., petitioner in C.P. No. 118 of 2008, as provided in annexure 3 in these company petitions, with effect from April 1, 2007, as the procedure laid down under sections 391 and 394 of the Companies Act, 1956, are duly complied with. The petitions are allowed. Taking note of the report by the chartered accountant as enclosed by the official liquidator, the ..... X X X X Extracts X X X X X X X X Extracts X X X X
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