ARCADIA MANAGEMENT SERVICES PRIVATE LIMITED Vs. STATE

JUDGEMENT

(1.) THIS joint application has been filed under Sections 391 to 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, secured and unsecured creditors to consider and approve, with or without modification, the proposed Scheme of Amalgamation of M/s. Arcadia Management Services Private Limited (hereinafter referred to as the transferor company) with M/s. HRC Advisory Services Private Limited (hereinafter referred to as the transferee company).

(2.) THE matter was heard and reserved on 20th January, 2015.

(3.) ON examination of the application, it is noticed that the share exchange ratio, mentioned in the Valuation Report dated 6th August, 2014 prepared by M/s. Ishant Agarwal and Associates, Chartered Accountants (page 151, Annexure 1F) is that the Transferee Company shall issue 01 (one) equity share of Rs.10/ - each fully paid up to the equity shareholders of the Transferor Company for every 70 equity shares of Rs.10/ - each held in the Transferor Company. However, in the Scheme of Amalgamation (at page 75), it is mentioned that Transferee Company shall issue 1 (one) equity share of Rs.10/ - each fully paid up to the equity shareholders of the Transferor Company for every 1 (one) equity share of Rs.10/ - each held in the Transferor Company. It is further mentioned in the Scheme that this share exchange ratio is as per the valuation report provided by an independent valuer, Gopal Rao and Company, Chartered Accountants.