R.P. Nagrath, Member - (1.) This is a second motion petition jointly filed by the three companies for sanction of the Scheme of amalgamation Annexure A of petitioner No.2 (for brevity, Transferor Company No.1) and petitioner No.3 (for brevity, Transferor Company No.2) with Cenlub Industries Limited petitioner No.1 (for brevity, Transferee Company) under Sections 230-232 of the Companies Act, 2013 (for brevity, the 'Act') read with Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 (for brevity, 'Rules') duly supported by affidavits of Mr. Vijendra Kumar Mittal, Managing Director of Transferee Company, Ms. Madhu Mittal, Director of Transferor Company No.1 and Mr. Ansh Mittal, Director of Transferor Company No.2.
(2.) The Scheme provides for the following:- (i) Amalgamation and arrangement amongst Cenlub Industries Limited, Minihyd Hydraulics Limited, Ganpati Handtex Private Limited and their shareholders and creditors: (ii) The provisions of this Scheme, so far as they relate to the transfer and vesting of all assets, all liabilities and entire businesses of Transferor Companies into the Transferee Company, shall be applicable and come into operation from the appointed date. (iii) On this Scheme, becoming effective the Transferor Companies shall stand dissolved without the process of winding up. (iv) That the investment held by the Transferor Company 1 in the Equity share capital of the Transferee Company shall stand cancelled. Accordingly, the share capital of the Transferee Company shall stand reduced to the extent of the face value of share held by the Transferor Company 1 in the Transferee Company. (v) The Transferor Company 2 is the wholly owned subsidiary of the Transferee Company and hence the entire share capital of the Transferor Company 2 is held by the Transferee Company. Upon the scheme becoming effective, the entire share capital of the Transferor Company 2 shall get automatically cancelled/ extinguished. The Transferee Company shall not be required to issue and allot any shares as Transferee Company and its nominees are themselves the only shareholders of the Transferor Company 2. All the three petitioner companies have given details of their share Capital, Authorized Share Capital and Paid up Capital which was described in detail in the order dated 15.05.2017 while disposing of the First Motion Petition in CA (CAA) No. 04 Chd/Hry/2017.
(3.) The Scheme provides for the manner in respect of share exchange ratio for which valuation report was also filed. The Share Exchange Ratio under the Scheme has been determined in accordance with the Report on Valuation of Shares determining the share exchange ratio dated 10.09.2016 issued by M/s B N Misra & Co., Chartered Accountants, New Delhi, as per the settled principles of valuation as Annexure R. The following Share Exchange Ratio has been proposed: "The Transferee Company shall issue and allot to each shareholder of the Petitioner No.2/Transferor Company 1 equity shares in the Applicant No.1/Transferee Company in the ratio of 40 (Forty) equity shares of Rs. 10/- each credited as fully paid up for every 1 (one) equity shares of Rs. 100 each fully paid up held by such shareholders in the Transferor Company 1. If, any of the shareholders of the Transferor Company 1 become entitled to receive fraction of such an Equity Share in the capital of the Transferee Company, such fraction shall be rounded off to the next higher integer.";