TMI Blog2005 (3) TMI 487X X X X Extracts X X X X X X X X Extracts X X X X ..... company engaged in the exports of anti-corrosive materials and chemicals manufactured by the transferee-company which is the manufacturing unit for above referred materials. The respective petitions give details about the commercial activities and the financial status of both the companies. Both the companies are profit-making companies. The amalgamation is proposed for the synergic advantages. The petitions give details of the advantages that would flow by virtue of the amalgamation of these companies. 3. The meetings of the shareholders of both the petitioner companies were dispensed with in view of the consent letters from all the shareholders approving the scheme being put on record. There are no secured creditors of the transferor ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... the Registrar of Companies of Gujarat dated February 21, 2005, and March 15, 2005, along with the letter from Regional Director, Ministry of Company Affairs, indicating that the Central Government leaves it to this court to decide after considering some observations in the matter. 7. The first objection that has been raised by the Regional Director is that the exchange ratio has been fixed by the management of the petitioner companies as 1:1 and no separate valuation report of the shares of the petitioner companies was obtained. The Regional Director has further observed that the petitioner has, however, subsequently obtained the valuation report dated September 29, 2004, from M/s. Mulani Kajarekar and Co. Chartered Accountants who have ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... in the case of Kamala Sugar Mills Ltd., In re [1984] 55 Comp Cas 308 has held that the observations made by the court represent the correct legal position on this aspect. The Madras High Court has observed that once the exchange ratio of the shares of the transferee-company to be allotted to the shareholders of the transferor-company has been worked out by a recognized firm of Chartered Accountants who are experts in the field of valuation and if no mistake can be pointed out in the said valuation, 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 to say that the shareholders in their collective wisdom ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... in unanimity for passing of the resolution. Thus, the said exchange ratio was bona fide fixed and in common interest of the shareholders of both the companies and no financial injury is inflicted upon the shareholders. It is further observed that based on the above considerations, the companies, chartered accountants have given the opinion that the exchange ratio fixed in the proposed scheme of amalgamation of M/s. Arcoy Overseas Pvt. Ltd. with M/s. Arcoy Industrial Cements Pvt. Ltd. is fair and proper. 10. Considering the submissions of Mrs. Swati Soparkar and the observations made by the chartered accountant in his report which is annexed by the Official Liquidator along with his report and also considering the legal position as pro ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... this objection, the petitioners have filed the additional affidavits, before this court and along with these additional affidavits the audited balance-sheets of both the companies as on March 31, 2004, were produced on the record of these two petitions. Mrs. Swati Soparkar has submitted that there is no much difference in the provisional as well as final balance-sheets. In any case, the final balance-sheets were produced before the Regional Director and he has not raised any objection after considering the final balance-sheets except the objections which are raised in his communication dated 8-2-2005. She has, therefore, submitted that none of the objections raised by the Regional Director is tenable and, hence, the scheme proposed by the ..... X X X X Extracts X X X X X X X X Extracts X X X X
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