GANRAJ SUGARS PRIVATE LIMITED Vs. STATE

JUDGEMENT

(1.) THIS joint application has been filed under Sections 391 & 394 of the Companies Act, 1956 by the applicant companies seeking directions of this court to dispense with the requirement of convening the meetings of their equity shareholders, preference shareholders, secured and unsecured creditors to consider and approve, with or without modification, the proposed Scheme of Amalgamation of M/s. Ganraj Sugars Private Limited (hereinafter referred to as the transferor company no. 1); M/s. Pukhraj Sugars Private Limited (hereinafter referred to as the transferor company no. 2); M/s. Jivitesh Sugars Private Limited (hereinafter referred to as the transferor company no. 3); M/s. Parashar Sugars Private Limited (hereinafter referred to as the transferor company no. 4); M/s. Ritesh Vyapaar Private Limited (hereinafter referred to as the transferor company no. 5) and M/s. Hindon Projects Private Limited (hereinafter referred to as the transferor company no. 6) with M/s. Ojas Industries Private Limited (hereinafter referred to as the transferee company).

(2.) THE matter was heard and reserved on 29th January, 2015.

(3.) ON an examination of the application, it is noticed that the share exchange ratio as mentioned in the application is adopted from the Valuation Report dated 16th August, 2014 furnished by M/s. P. K. Katyal and Co., Chartered Accountants (page 209, Annexure II). Unfortunately, the applicants adopted the same without maintaining a common sequence in the Memo of Parties. Consequently, the second share exchange ratio mentioned for Jivitesh Sugars Private Limited (JSPL) in the valuation report is applicable to the third applicant/transferor company no. 3; the third share exchange ratio mentioned for Ritesh Vyapaar Private Limited (RVPL) in the valuation report is applicable for fifth applicant/transferor company no. 5; the fourth share exchange ratio mentioned for Pukhraj Sugars Private Limited (PSPL) in the valuation report is applicable for second applicant/transferor company no. 2; and the fifth share exchange ratio mentioned for Parashar Sugars Private Limited (PRSPL) in the valuation report is applicable for fourth applicant/transferor company no. 4.