TMI Blog2015 (3) TMI 1033X X X X Extracts X X X X X X X X Extracts X X X X ..... ion and calculation of the Regional Director were to be accepted, the shareholders of the transferor company at the ratio of 100:53 would still have approximately 99.96% shareholding in the Transferee Company. The shareholders of both the transferor and the transferee companies have approved the scheme. As such looked at from any angle, the scheme of amalgamation would not be prejudicial to the interest of the shareholders of the transferor company. In view of the approval accorded by the Shareholders and Creditors of the Petitioner Companies; representation/reports filed by the Regional Director, Northern Region and the Official Liquidator, attached with this Court to the proposed Scheme of Amalgamation, there appears to be no impediment to the grant of sanction to the Scheme. Consequently, sanction is hereby granted to the Scheme of Amalgamation under sections 391 and 394 of the Companies Act, 1956. The Petitioner Companies will comply with the statutory requirements in accordance with law. - Scheme of Amalgamation approved. - CO. PET. 84 /2014 - - - Dated:- 1-8-2014 - Hon'ble Mr. Justice Sanjeev Sachdeva,JJ. For the Petitioner : Mr P. Nagesh and Mr. Rajat Arora, ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... resaid News papers. Copies of the news papers cuttings, in original, containing the publications have been filed with the Affidavit of Service. 9. In response to the notice issued, the Official Liquidator sought information from the Petitioner Companies. Based on the information received, learned Official Liquidator has filed his report dated 24th March, 2014, wherein he has stated that he has not received any complaint against the proposed Scheme from any person/party interested in the Scheme in any manner and that the affairs of the Transferor Company, which is subject matter of dissolution, do not appear to have been conducted in a manner prejudicial to the interest of its members, creditors or to public interest as per 2nd proviso of Section 394(1) of the Act. 10. In response to the notice issued in the Petition, learned Regional Director, Northern Region, Ministry of Corporate Affairs has filed his Affidavit/Report dated 25th March, 2014. Relying on the Scheme of Amalgamation, he has stated that, upon sanction of the Scheme, all the employees of the Transferor Company shall become the employees of the Transferee Company without any break or interruption in their services ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... Global Holdings Pvt. Ltd. rather than determining what should be the value of Rajasthan Global Securities Limited as a standalone entity. 4. To elaborate this point further, the fair value per share is determined so as to calculate what should be the suggested merger ratio. We would further like to emphasis that in the case of merger, the Supreme Court has laid down an elaborate formula which was determined in the case of Hindustan Lever Ltd. Vs. Hindustan Lever Employees Union (1994) which has been followed over here and this formula takes into account the earning per share, NAV and the market price of both the companies and gives a price per share for both the companies based upon which the SWAP Ratio is to be determined. To further state in clear and precise terms this formula does not attempt to determine the fair value of an entity on a standalone basis but to determine a value to arrive a possible SWAP Ratio with the other targeted merged entity. 5. We may also like to point out that the company had in the past bought back shares at ₹ 20 per share through buy back of shares. The buyback was voluntarily and was not forced upon the shareholders. The net profit for t ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... as a standalone entity. Further, the submissions made above in the affidavit are reiterated. 13. Learned Counsel for the Petitioner submits that the Transferor Company has 99.98% shareholdings in the Transferee Company. It is further submitted that the shareholders of both the Transferor and Transferee Company are fully aware of the share exchange ratio shares of 2012 as well as of the present Scheme of amalgamation and have consented to the said Scheme. 14. Since the Transferor Company is being dissolved, the shareholders of the Transferor Company would become of the shareholders of the Transferee Company in the above ratio of 100:53. As the Transferor Company has 99.98% shareholdings in the Transferee Company, the said entire 99.98% shares would be allotted to the shareholders of the transferor company. If the contention and calculation of the Regional Director were to be accepted, the shareholders of the transferor company at the ratio of 100:53 would still have approximately 99.96% shareholding in the Transferee Company. The shareholders of both the transferor and the transferee companies have approved the scheme. As such looked at from any angle, the scheme of amalgama ..... X X X X Extracts X X X X X X X X Extracts X X X X
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