- (1.) Four companies limited by shares and incorporated under the provisions of the Companies Act, 1956 applied for sanction of scheme of amalgamation. When they initially applied for sanction they prayed for dispensation of the meeting of the shareholders.
(2.) According to them, the shareholders were common and/or interrelated. Hence, no fruitful purpose would be served by holding separate meetings for four companies. The learned single Judge considered their prayer. His Lordship acceded to their request and dispensed with holding of the formal meetings, however appointed a Special Officer to ascertain the wishes of the shareholders in a joint meeting to be held at the office of the advocate moving the said application or any other place of his choice. The Special Officer submitted a report wherefrom it would appear, the shareholders agreed to the said scheme being propounded. Accordingly, His Lordship disposed of the said application vide order dated September 29, 2011. His Lordship directed the company to file appropriate application for confirmation of the scheme of amalgamation.
(3.) Accordingly, the appellants being the four companies, filed an application for sanction of the scheme when the learned Judge directed notice to be published in two newspapers and a copy of the petition to be served upon the Regional Director, Department of Corporate Affairs, Eastern Region, Calcutta. Pursuant to the notice, the Central Government appeared. Despite advertisement being published none came forward to object to the said scheme being propounded. In course of time there was change of determination and another learned Judge took up the said application for hearing on January 4, 2012 when His Lordship gave direction for filing affidavits. Central Government filed affidavit. They stated, the valuation report deciding the share exchange ratio was window dressed. The shares issued at a premium were unusual. The objection raised by the Central Government is quoted below: "It is to submit that this office vide letter No.RD/T/16596/391/L/11/3139 & 3140 dated 05.12.2011 has sought information about share holding pattern, Valuation Report of shares for exchange ratio, shares issued at premium and other matters as required for filing affidavit before the Hon'ble Court in this matter. As per the Balance Sheet as at 31-03.2011 of the transferor company I and II enclosed with the petition it is found that the Share Premium Amount has been shown as Rs.1276.76 lacs and Rs.1567.80 lacs respectively. However, the transferor company I and II have not submitted any information in respect of shares issued at premium (as sought in Point No.2 of this office letter) along with their reply. Also no share Valuation Report of these two petitioner companies has been furnished along with their reply. Hence, this office vide letter dated 27- 02-2012 has sought details of these information which is yet to be replied by the petitioner company. It is prayed before the Hon'ble Court to give further time of two weeks to file report in the form of supplementary affidavit before the Hon'ble Court in this matter.";