9911796707
TMI Blog2010 (6) TMI 330X X X X Extracts X X X X X X X X Extracts X X X X ..... 2010 - M.R. SHAH, J. Mrs. Swati Soparkar for the Petitioner. P.S. Champaneri for the Respondent. ORDER 1. Company Petition No. 224/2009 has been preferred by the petitioner-Placer Mercantile Investments Private Ltd. (transferor-company) to sanction the proposed scheme of arrangement in the nature of amalgamation of Placer Mercantile Investments Private Ltd. (transferor-company) with Gufic Private Ltd. (transferee-company) under section 391 read with section 394 of the Companies Act, 1956. 2. Company Petition No. 225/2009 has been preferred by the petitioner-Gufic Private Ltd. (transferee-company) to sanction the aforesaid proposed scheme of arrangement in the nature of amalgamation of Placer Mercantile Inv ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... results of the aforesaid meetings are placed on record vide the respective Chairman s report and the affidavit dated 3-11-2009. 6. It is submitted by Mrs. Soparkar, learned advocate appearing on behalf of the respective petitioners that there was an error with respect to the exchange ratio in the scheme and, therefore, additional affidavit has been filed to correct the said error in the proposed scheme of amalgamation, more particularly clause 9.1 of the Scheme. It is submitted that the consent of the shareholders of the transferor-company as well as the transferee-company has been obtained with respect to such modification and, therefore, it is requested to permit the respective petitioners to amend the proposed scheme of arrangemen ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... hri Pankaj Champaneri, learned Assistant Solicitor General has appeared for the Regional Director, Western Region, Ministry of Corporate Affairs in both of the petitions. An affidavit dated 22-2-2010 has been filed by Shri Rakesh Chandra, Regional Director, Western Region, Ministry of Corporate Affairs whereby the observation pertains to the said aforesaid error with regard to the exchange ratio. It is submitted that the exchange ratio in clause 9.1 of the Scheme may be substituted as follows : "39. Fully paid equity shares of face value of Rs. 1,000 each credited as fully paid-up of the Transferee Company i.e., Gufic Private Ltd., shall be issued and allotted at par against 10,000 equity shares of face value of Rs. 10 each to the share ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ed units after amalgamation are enough and sufficient to meet with all the liabilities and the proposed amalgamation will not adversely affect the creditors or class of creditors and will enable them to realise their dues in a normal manner. The shareholders and the secured and unsecured creditors of both the Companies have given their consent to the proposed scheme of amalgamation. Despite advertisement of public notice of both the petitions in two daily newspapers having wide circulation, nobody has objected to the proposed scheme of amalgamation of the transferor-company with the transferee-company. The scheme of amalgamation does not appear to be contrary to law and/or public interest. As stated hereinabove, even the Central Government ..... X X X X Extracts X X X X X X X X Extracts X X X X
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