Tarun Agarwala, J. - (1.) RATAN Housing Development Ltd. (hereinafter referred to as the transferee company) having its registered office at 55/57, Generalganj, Kanpur, seeks amalgamation under Chapter V of the Companies Act, 1956, with the transferor company, Graceful Properties Ltd. (hereinafter referred to as the transferor company) having its registered office at 102, Stephen House, BBD Bagh (East), Kolkatta in accordance with the scheme of amalgamation annexed as annexure A to this company petition.
(2.) ON hearing the company application No. 20 of 2003, this court on August 28, 2003, dispensed with the meeting of the shareholders of the transferee company for the purpose of considering, and if thought fit, for approving with or without modification, the scheme of amalgamation by which the transferor company was proposed to be amalgamated with the transferee company. Since there were no creditors in the transferee company consequently the meeting of the creditors was required to be called for. The transferee company thereafter filed the present petition under rule 79 of the Companies (Court) Rules, 1959, on September 29, 2003, for sanctioning the scheme of amalgamation. This court, vide an order of the same date directed the transferee company to get the notices published in accordance with rule 80 of the Companies (Court) Rules in two newspapers, namely, "Times of India" published in English from Lucknow and "Dainik Jagran" published in Hindi from Kanpur. It was further directed that the notice was to be published at least ten days prior to the date fixed for hearing. The petitioner was also directed to serve the notice on the Regional Director, Company Law Board, Northern Region, Kanpur, and the official liquidator and November 17, 2003, was fixed for hearing of the petition. The notices have been duly published in the aforesaid two newspapers and the same is on the record.
(3.) IN response to the notice issued to the Regional Director, Company Law Board, Kanpur and the official liquidator, the former has filed his affidavit/ representation and has submitted that the ratio of exchange as proposed in this scheme of amalgamation is not in the interest of the shareholders of the transferor company. The objection raised by the Regional Director, Company Law Board, Kanpur, is that the valuers have valued the share of the transferee company on the basis of the book value of the shares of the said company, whereas in the case of the transferor company the shares have been valued on the basis of the average quoted price per share for the last three years as quoted by the Kolkatta Stock Exchange. It was contended that two different methods of the valuation should not be adopted for valuing the shares of the respective companies. The Regional Director contended that the price quoted at the Kolkatta Stock Exchange of the transferor company could not be considered, as the fair value of the shares of the transferor company and that the book value of the shares of the transferor company should be taken as the fair value and on that basis the ratio of exchange should be made in the scheme of amalgamation. The Regional Director, Company Law Board, Northern Region, Kanpur suggested that the fair ratio of exchange should be two shares of Rs. 10 each of the transferee company for every one share of Rs. 10 each of the transferor company instead of one equity share of Rs. 10 each of the transferee company for every five equity share of Rs. 10 each of the transferor company, as stated in the scheme of amalgamation.;