9911796707
TMI Blog2007 (1) TMI 269X X X X Extracts X X X X X X X X Extracts X X X X ..... ate limited company under the provisions of the Act. Subsequently, on 25-1-1999, the transferee company became a public limited company with its registered office at Bhai Mohan Singh Nagar, Rail Majra, Tehsil Balachaur, District Nawashahr. The authorised share capital of the transferee company as on 1-8-2006, was Rs. 5,00,000 divided into 50,000 equity shares of Rs. 10 each whereas issued, subscribed and paid-up share capital was Rs. 5,00,000 divided into 50,000 equity shares of Rs. 10 each. 3. Max Estates Ltd., the transferor company, was incorporated on 4-1-1999, as a private limited company under the provisions of the Act. Subsequently, on 25-1-1999, the transferor company became a public limited company with its registered office at ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 2006. It has also been pointed out that the Board of directors of the transferor and the transferee companies are of the view that the scheme is in the best interest of the companies, their shareholders and creditors and other stakeholders by way of resolution dated 18-9-2006. 6. In Company Petition No. 131 of 2006, this Court, vide order dated 19-10-2006, dispensed with the requirements of convening the meetings of the equity shareholders and creditors of the petitioner-companies as they had given their consent to the scheme. 7. Notice of the present petition was ordered to be published in the newspapers, namely, The Tribune, Punjabi Tribune and the Official Gazette of the Government of Punjab. Notice was also ordered to be i ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... remain the same. 10. Learned counsel for the petitioner-companies has relied upon a Division Bench judgment of the Delhi High Court in Jindal (India) Ltd., In re [1998] 93 Comp. Cas. 890 1 , to contend that the valuation based upon the book value method is an accepted accountancy concept of valuation and it cannot be said to be illusory. Therefore, the objection that the market value of the assets has not been ascertained is not tenable in law. Reference is also made to Miheer H. Mafatlal v. Mafatlal Industries Ltd. [1996] 87 Comp. Cas. 792 1 (SC). 11. After going through the said judgments, I am of the opinion that the valuation of shares following the book value method is accepted as a proper mode of valuation of shares. T ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... complete code in itself. Since the transferor company has paid the requisite fees to the Registrar of Companies and stamp duty to the State Government, therefore, it is not necessary to pay such stamp duty and fee on account of increase in the authorised share capital. In view thereof, even the said objection raised by the Regional Director is not tenable. 12. Thus, I am satisfied that the prayer made in the petition deserves to be allowed. I also do not find any legal impediment to the grant of sanction to the scheme of amalgamation. Hence, sanction is hereby granted to the scheme of amalgamation, Annexure P1, under section 391(2) read with section 394 of the Act. Consequent upon the amalgamation, the transferor company shall stand dis ..... X X X X Extracts X X X X X X X X Extracts X X X X
|
