TMI Blog1997 (11) TMI 415X X X X Extracts X X X X X X X X Extracts X X X X ..... Pradesh, respectively. 2. The matter had come up for hearing before this Court on 10-1-1997. On the said date, Shri P.B.S. Nair and Smt. Meena Chaphekar, practising advocates of this Court, were appointed as chairpersons to convene the meetings of equity shareholders and creditors of the petitioner-company. Siel Financial Services Limited is the transferor-company, whereas Shriram Agro-Tech Industries Ltd. is the transferee-company. Meetings of the equity shareholders and creditors of the transferee-company were held. Both the chairpersons have submitted their reports. The sharehold- ers and the creditors have raised no objection for sanctioning the scheme of amalgamation. Their affidavits together with relevant papers have been submitt ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... enty crores) divided into 1,90,00,000 equity shares of Rs. 10 each and 1,00,000 preference shares of Rs. 100 each. The issued and subscribed share capital is Rs. 5,37,50,070 (rupees five crores thirty-seven lakhs fifty thousand seventy only), consisting of 53,75,007 equity shares of Rs. 10 each. The paid-up equity share capital is Rs. 5,35,59,070 (rupees five crores thirty-five lakhs fifty-nine thousand seventy only). The objects of the transferee-company for which it is established are set out in the memorandum and articles of association annexed to the petition. The transferee-company at present is engaged in the business of processing and crushing of oil seeds, oil extraction and production of deoiled cakes. The transferor-company, Siel ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... amalgamation as the value of shares of the transferee-company will get enhanced. The above amalgamation would be in public interest. No objections have been raised either by the official liquidator or by the Central Government with regard to the sanction of the amalgamation scheme. From the perusal of the petition and the annexures filed along with it, I find that the scheme shall be greatly beneficial to the interest of the shareholders and the same is not against public interest. 8. In Hindustan Lever Employees' Union v. Hindustan Lever Ltd AIR 1995 SC 470/ 2 SCL 157 and Miheer H. Mafatlal v. Mafatlal Industries Ltd. [1996] 87 Comp. Cas. 792/ 10 SCL 70 (SC), it has been held by the Supreme Court that if the shareholders and cr ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... sferor- company be continued by or against the transferee-company; that the transferee-company do without further application allot to such members of the transferor-company as have not given such notice of dissent as is required by clause given in the scheme of amalgamation herein, the shares in the transferee-company to which they are entitled under the said amalgamation; that the paid-up equity share capital of the transferee-company be reduced by cancelling the paid-up capital at the rate of Rs. 7.50 per equity share of Rs. 10 each. The resultant equity share with the paid-up capital of Rs. 2.50 each be consolidated into equity shares with paid-up amount of Rs. 10 each; that the unsecured loan of Rs. 730 lakhs as at 13-12-1996, payable ..... X X X X Extracts X X X X X X X X Extracts X X X X
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