TMI Blog2009 (4) TMI 453X X X X Extracts X X X X X X X X Extracts X X X X ..... oner. V. Jayaram and P. Kishore Kumar Reddy for the Respondent. ORDER 1. In both these petitions, the petitioner - M/s. Pramod Foods Private Limited ( transferor company ) and the petitioner - M/s. John Distilleries Limited ( transferee company ) have sought for sanction of the Scheme of Amalgamation at Annexure-A, so as to be binding on the transferor company and the transferee company and their respective shareholders and creditors and all other persons. Hence, both the petitions are heard together and are being disposed of by this order. 2. The transferor company was incorporated on 19-6-985 under the provisions of the Companies Act, 1956 with the Registrar of Companies, Karnataka, Bangalore to carry on the business of ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... the meeting of the shareholders and directed to convene the meetings of the secured and unsecured creditors. The meetings of the secured and unsecured creditors of the transferee company was held on 30-12-2008 as directed by this Court and both the meetings approved the said scheme unanimously. The Chairman of the meetings has filed reports relating to the aforesaid meetings on 9-1-2009. 6. The transferor company has filed C.A. No. 912/2008 before this Court for dispensation of the meetings of the shareholders and creditors for approving the Scheme of Amalgamation. This Court, by its order dated 1-12-2008, allowed the said application and dispensed with the meetings of the shareholders and creditors of the transferor company. 7. Co ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... nner prejudicial to the interests of its members or to the public. The Registrar of Companies in Karnataka has filed an affidavit on behalf of the Regional Director, Ministry of Corporate Affairs, Southern Region, Chennai stating that the exchange ratio of allotting 50 equity shares of Rs. 10 each by the transferee company for one equity share of Rs. 100 each held in the transferor company prima facie appears to be on the higher side. 11. The objection raised by the Regional Director relating to exchange ratio of the shares to be allotted cannot be sustained in the light of the observations made by the Hon ble Supreme Court in Miheer H. Mafatlal v. Mafatlal Industries Ltd. [1996] 10 SCL 70 . 12. Learned counsel for the Officia ..... X X X X Extracts X X X X X X X X Extracts X X X X
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