TMI Blog1997 (3) TMI 563X X X X Extracts X X X X X X X X Extracts X X X X ..... d office at Ahmedabad. The petitioner-company was incorporated on March 20, 1995, under the provisions of the Companies Act, 1956, in the name of M/s. Alpha Quartz Limited. The registered office of the petitioner-company is situated at Navrangpura, Ahmedabad-380 009 in the State of Gujarat. The authorised capital of the petitioner-company is Rs. 1,00,00,000 (Rupees one crore only) divided into 10,00,000 equity shares of Rs. 10 each. The issued subscribed and paid-up capital of the petitioner-company is Rs. 20,53,000 (Rupees twenty lakhs fifty-three thousand only). The main objects for which the petitioner-company was incorporated are set out in the memorandum and articles of association (annexure A to the petition) and include the activity ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... exure D annexed to the petition is a copy of the balance-sheet of the transferee-company for the year ended on March 31, 1995. Company Petition No. 222 of 1996 has been filed by another transferor-company, namely M/s. Hightech Precision Products Limited, a company incorporated under the Companies Act, 1956, and having their registered office at Deokinandan Market, Railwaypura, Ahmedabad. The petitioner-company was incorporated on March 28, 1995, under the provisions of the Companies Act, 1956. The registered office of the petitioner-company is situated at Deokinandan Market, Railwaypura, Ahmedabad, within the State of Gujarat. The authorised capital of the petitioner-company is Rs. 15,00,000 (Rupees fifteen lakhs only) divided into 1,50,0 ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... e objects of the two transferor-companies. The circumstances which necessitated the scheme of amalgamation, inter alia , would include the following: ( a )The transferee-company is a broad based limited company having large infrastructure and technological backup in similar product lines. The proposed amalgamation will result in benefits of large scale common over head expenditure and facilities. ( b )The amalgamation will also enable manufacturing of the items under common management, achieve efficiency and economy in the operations and carry on the business more profitably under one company. ( c )The main object of the transferor-company and the transferee- company are identical and by joining hands, the company will have a strong ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ny shall without any further application, act or deed issue and allot to every equity shareholder of the transferor-company, namely M/s. Alpha Quartz Limited 1.33 equity share of Rs. 100 each in the equity share capital of the transferee-company credited as fully paid-up for every ten fully paid equity shares of Rs. 10 each in the equity share capital of the said transferor-company. So far as Company Petition No. 222 of 1996 is concerned, with the cancellation of the shares held by the members of the transferor-company, the transferee-company shall without any application issue and allot to every equity shareholder of the transferor-company 1.5 equity share of Rs. 100 each in the equity share capital of the transferee-company credited as fu ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... eliance upon the Supreme Court pronouncement in Miheer H. Mafatlal v. Mafatlal Industries Ltd. [1996] 87 Comp Cas 792; [1996] 4 Comp LJ 124, with a view to canvass the principle that, it is not for the court to substitute its exchange ratio especially when the same has been accepted without demur by the overwhelming majority of the shareholders of the two companies, or the say of that the shareholders in their collective wisdom should not have accepted the exchange ratio on the ground that it will be detrimental to their interest. The Supreme Court precisely says so. In the petitions on hand there is absolutely no demur by any of the shareholders against the exchange ratio. On the contrary the shareholders of the transferor-companies an ..... X X X X Extracts X X X X X X X X Extracts X X X X
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