SHAHIBAG ENTREPRENEURS P. LTD. Vs. STATE

JUDGEMENT

(1.) THIS group of company petitions is made to obtain sanction of this court to arrangement effected between Karamchand Premchand Private Limited having its registered office at Shahibag, Ahmedabad; Bakubhai Ambalal Private Limited, having its registered office at Shahibag House, 13, Mulchand Hirachand Marg, Ballard Estate, Bombay; Mauj -E -Dariya Estate Private Ltd., having its registered office at Shahibag House, Shahibag, Ahmedabad, and Koba Farm Private Limited, having its registered office at Shahibag House, Shahibag, Ahmedabad (hereinafter called for the sake of convenience as 'the transferor -companies') and Shahibag Entrepreneurs Private Limited, having its registered office at Shahibag House, Shahibag, Ahmedabad (hereinafter called for the sake of convenience as 'the transferee -company') under section 391 read with section 394 of the Companies Act, 1956, on the terms and conditions detailed in the scheme of amalgamation, the broad features of which are set out hereinbelow, with effect from January 1, 1974, subject to the liabilities, duties and covenants in the said scheme, inter alia, for vesting the assets of the transferor -companies in the transferee -companies without further act or deed, and for the dissolution of the transferor -companies without -up. * * * *

(2.) THE transferee -company has still to commence its activities and since none of the transferor or transferee -companies is an undertaking within the meaning of the Monopolies and Restrictive Trade Practices Act, 1969, inasmuch as they are investment companies and because the beneficial ownership of the shares of all the five companies are held by common share -holders, the merger of the transferor -companies with the transferee -company is considered desirable in order to have economic and efficient functioning of one investment company only with a view to avoid multiplicity of administration, accounting, secretarial and personnel costs. The directors, therefore, were of the unanimous opinion that the scheme of amalgamation would be in the interest of each of the company and their respective shareholders. The scheme of amalgamation was, therefore, proposed and unanimously approved by the board of directors of all the five companies. It should noted that one of the transferor -companies namely, Karamchand Premchand Pvt. Ltd. holds share in another transferor -company, Bakubhai Ambalal Pvt. Ltd. Similarly, the transferor -companies, Mauj -E -Dariya Estate Pvt. Ltd. and Koba Farm Pvt. Ltd., holds shares in Karamchand Premchand Pvt. Ltd. Bakubhai Ambalal Pvt. Ltd. holds shares in Karamchand Premchand Pvt. Ltd. and owns the totality of shares in Mauj -E -Dariya Estate Pvt. Ltd. and Koba Farm Pvt. Ltd. as stated above. * * * *

(3.) I may set out a few facts and circumstances so as to find out whether there is any justification for the objection of the official liquidator in connection with the conduct of the affairs of the said company which affected the prescription of the exchange ratio in the scheme of amalgamation.