LAWS(MAD)-2000-7-29

NODS WORLDWIDE LIMITED Vs. STATE

Decided On July 21, 2000
Nods Worldwide Limited Appellant
V/S
STATE Respondents

JUDGEMENT

(1.) The scheme of amalgamation of M/s. Electronic Broking Services Ltd., which has its registered office in the State of Maharashtra with M/s. Nods Worldwide Ltd. which has its registered office in the State of Tamil Nadu, had been proposed by the respective boards of directors. The scheme was considered in a meeting of the shareholders of the transferee-company/Nods Worldwide Ltd., which meeting was convened and held pursuant to the directions of this court. That meeting was attended by 66 of the 3000 shareholders of the transferee-company and the resolution approving the scheme was passed unanimously. The members who attended the meeting held 46.21 per cent. of the share capital of the company.

(2.) Notice of this petition was duly advertised and notice also was served on the Central Government. No one has come forward to oppose the scheme in response to the publication of the notice in the newspapers. The Central Government, through its Regional Director, Department of Company Affairs, has brought to the notice of the court the fact that the exchange ratio of 159 shares of the transferee-company for every single share of the transferor-company, is on the face of it, disproportionately high, as that would result in the allotment of 1,60,11,300 shares of Rs. 10 each of the transferee-company, with a face value of Rs. 16,01,13,000 and therefore, this aspect of the scheme requires the consideration of the court.

(3.) On behalf of the company, affidavits have been filed along with the report given by the valuer, a firm of chartered accountants of Mumbai, namely, Dalai and Shah, which sets out the basis on which the exchange ratio has been worked out.