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2015 (7) TMI 57 - HC - Companies LawProposed scheme of amalgamation - Dispensation of meetings - Sections 391 to 394 of the Companies Act, 1956 - Share exchange ratio not mentioned in scheme - Improper Board resolution - Held that:- It is pertinent to mention here that in the affidavits filed by the transferor and transferee companies in support of summons, there is no mention of share exchange ratio. The only reference in para 14 of the affidavit is that the transferee company shall issue and allot shares to the shareholders of the transferor company. Also there is a contradiction of the share exchange ratio as mentioned in the valuation report and in the Scheme of Amalgamation. It is further noticed from the list of shareholders of the transferor and transferee companies that IVM Intersurer B.V. is the holding company of the said companies, which are proposed to be amalgamated. The consents given on behalf of IVM Intersurer B.V. approving the Scheme of Amalgamation and seeking dispensation of the meeting of the shareholders of the transferor and transferee companies are not supported by any Board Resolution of IVM Intersurer B.V. authorizing the persons who have given the aforesaid consents. - Applicants are directed to file an affidavit clarifying the aforesaid discrepancies.
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