TMI Blog1995 (11) TMI 322X X X X Extracts X X X X X X X X Extracts X X X X ..... the Scheme of Amalgamation is annexed as Exhibit 'C to Petition No. 150 of 1995. 2. GAL Offshore Services Ltd. is the Transferor-Company. The Great Eastern Shipping Company Ltd. is the proposed Transferee-Company. 3. Clause 10 of the draft Scheme as originally proposed provided for the different share exchange ratio is as under: Seven Equity Shares of Rs. 10 each fully paid-up of the Transferee-Company be allotted to the holders of every Four Equity Shares of Rs. 10 each held by the holder of share in the Transferor-Company. At the meeting of the shareholders of the Transferee-Company held in pursuance of the order of the Court dated 8-2-1995, the said share exchange ratio as formulated in the draft scheme at Exhibit 'C was found to be n ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... idator has no objection to the scheme being sanctioned as amended in terms aforesaid. The Official Liquidator has filed his report dated 18-10-1995 based on the report of the auditors stating therein that the Transferor-Company has not acted in any manner prejudicial to the shareholders or to others. 6. The learned Counsel for the Regional Director, Department of Company Affairs informs the Court that the Regional Director has no objection to the Scheme being sanctioned as amended. 7. No one else appears and opposes the scheme. Prima facie, the proposed scheme as amended deserves to be sanctioned. 8. In the result, I pass the following order : (A)Company Petition No. 150 of 1995 is made absolute in terms of prayer clause (a) with additi ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... s, according to Mr. P. R. Nawre, Company Secretary, GESCO. Following the merger, GAL's assets estimated at around Rs. 82 crores will be transferred to GESCO, said Mr. Nawre. The company has decided on a share exchange ratio of 1:1 which is seen as a more shareholder friendly than the earlier proposal put forward by the company. The company had twice revised the share exchange ratio from 7:4 (seven GESCO shares for four shares of GAL) from the originally suggested ratio of 5 : 2 (five shares of GESCO for two shares of GAL). The change in the terms of the shares offer, according to shipping circles, follows pressure from the Washington-based International Finance Corporation (IFC) which holds about 8.9 per cent stake in GESCO. The Indian ..... X X X X Extracts X X X X X X X X Extracts X X X X
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