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2015 (12) TMI 1085 - HC - Companies LawScheme of amalgamation - Held that:- Court has no objection to sanction the scheme for amalgamation of Buragohain Tea Company (Transferor Company) with B & A Ltd. (Transferee Company). However, having regard to the litigation history in the Transferee Company involving the Objector and other related developments and also having regard to the financial status of the Transferor Company as discussed above, objection raised by the Objector and by the Central Govt. through the Regional Director regarding the exchange ratio of shares between the two companies cannot be brushed aside. The exchange ratio of 786 fully paid up equity shares of ₹ 10.00 each of the Transferee Company to be issued and allotted for every one equity share of ₹ 1,000.00 held in the Transferor Company does not appear to be fair and justified. Accordingly, Court directs the Registrar of Companies, Shillong to work out the exchange ratio in a fair manner through independent experts keeping in view the discussions made above and submit the same to the Court in two months time.Thereafter Court may sanction the scheme with modification(s).
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