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TMI Blog2015 (3) TMI 1033X X X X Extracts X X X X X X X X Extracts X X X X ..... ansferee Company)(Collectively referred as the Petitioner Companies). A copy of the Scheme has been enclosed with the petition. 2. The registered offices of all the Petitioner Companies are situated at New Delhi, within the jurisdiction of this Court. 3. The details of respective dates of incorporation of the petitioner companies, their authorised, issued, subscribed and paid up capital have been set out in the petition. 4. The copies of the Memorandum and Articles of Association of the Petitioner Companies have been enclosed with the Petition. 5. The copies of resolutions passed by the Boards of Directors of the Petitioner Companies approving the scheme have also been filed along with the petition. 6. Learned counsel for the petitione ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ed his report dated 24th March, 2014, wherein he has stated that he has not received any complaint against the proposed Scheme from any person/party interested in the Scheme in any manner and that the affairs of the Transferor Company, which is subject matter of dissolution, do not appear to have been conducted in a manner prejudicial to the interest of its members, creditors or to public interest as per 2nd proviso of Section 394(1) of the Act. 10. In response to the notice issued in the Petition, learned Regional Director, Northern Region, Ministry of Corporate Affairs has filed his Affidavit/Report dated 25th March, 2014. Relying on the Scheme of Amalgamation, he has stated that, upon sanction of the Scheme, all the employees of the Tra ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... cheme, the share exchange ratio between the transferor and transferee is 100:53. 12. The Petitioner in the reply to the concern raised by the Regional Director has filed an affidavit stating as under: "3. I say that on 25.03.2014 the Regional Director filed his affidavit stating inter alia that there is no any objection in the report however as per clause 4, it has stated that there is no disclosure about value per shares. However, Chartered Accountant who determined the Valuation Report for the scheme of Amalgamation, valued the price at Rs. 309.27 per share as arrived from the valuation report which was specifically given only for the purpose of recommendation of the Fair Share Exchange Ratio for the proposed merger with LRSD Global Hol ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 0-11. Some of the shareholders had expressed their intention to offer their shares in the buyback keeping in view the dismal track record of the company for the FlY 2011-12. The buyback was an exit offer to the minority shareholders who may not be willing to continue as a shareholder of the company keeping in mind that there could be a longer gestation period in the newer areas that the company proposed to diversify and also because of the fact that the promoters had almost no experience in the fresh proposed areas of diversification. The share Buy-back program was expected to contribute to the overall enhancement of valuation of remaining shareholders. 6. It is further emphasized that neither the fair price of the company was Rs. 20 per s ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... what should be the value of LRSD Global Holdings Pvt. Ltd as a standalone entity. Further, the submissions made above in the affidavit are reiterated." 13. Learned Counsel for the Petitioner submits that the Transferor Company has 99.98% shareholdings in the Transferee Company. It is further submitted that the shareholders of both the Transferor and Transferee Company are fully aware of the share exchange ratio shares of 2012 as well as of the present Scheme of amalgamation and have consented to the said Scheme. 14. Since the Transferor Company is being dissolved, the shareholders of the Transferor Company would become of the shareholders of the Transferee Company in the above ratio of 100:53. As the Transferor Company has 99.98% shareho ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... Scheme. 19. No objection has been received to the Scheme of Amalgamation from any other party. In this regard, Mr. Rajat Arora, counsel of Petitioner Companies has filed an Affidavit dated 4th March, 2014 confirming that neither the Petitioner Company nor the advocate has received any notice from any person opposing the Petition pursuant to the citations published in the Newspapers. 20. In view of the approval accorded by the Shareholders and Creditors of the Petitioner Companies; representation/reports filed by the Regional Director, Northern Region and the Official Liquidator, attached with this Court to the proposed Scheme of Amalgamation, there appears to be no impediment to the grant of sanction to the Scheme. Consequently, sanction ..... X X X X Extracts X X X X X X X X Extracts X X X X
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