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2015 (3) TMI 1033 - HC - Companies LawApplication for approval of Scheme of Amalgamation under sections 391 to 394 of the Companies Act, 1956 - Regional Director observation regarding Valuation of shares and Swap ratio , Undertaking from RBI for all NBFC compliances. Held that:- In reply to regional director observation, it is submitted that neither the fair price of the company was ₹ 20 per share at which the buyback was done nor ₹ 309.27 per share is the fair price which has been determined only for the sole purpose of arriving a SWAP Ratio with respect to the Transferee Company. Both the values cannot be painted with the same brush as there are different dates, formula, mechanism and purpose so as to determine and arrive. Further submitted that 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% shareholdings in the Transferee Company, the said entire 99.98% shares would be allotted to the shareholders of the transferor company. If the contention and calculation of the Regional Director were to be accepted, the shareholders of the transferor company at the ratio of 100:53 would still have approximately 99.96% shareholding in the Transferee Company. The shareholders of both the transferor and the transferee companies have approved the scheme. As such looked at from any angle, the scheme of amalgamation would not be prejudicial to the interest of the shareholders of the transferor company. 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 is hereby granted to the Scheme of Amalgamation under sections 391 and 394 of the Companies Act, 1956. The Petitioner Companies will comply with the statutory requirements in accordance with law. - Scheme of Amalgamation approved.
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