PATIALA BISCUIT MANUFACTURERS LTD Vs. YADDEVINDRA SINGHJI

JUDGEMENT

(1.) The above applications were presented under Section 153(B) of the Indian Companies Act, 1913 , which confers power to acquire the shares of shareholders who dissent from a scheme by which one company desires to obtain the transfer to itself of all the shares or a class of shares in another company. The applicants (in the two consolidated applications) are thirty-seven in number and they hold fully paid-up ordinary shares of Rs. 10/- each of the value of Rs. 1,73,340/- in the transferor company, the Patiala Biscuit Manufacturers Ltd. Rajpura, Respondent No. 1. The subscribed capital of this public limited company is Rs. 30,09,070/-' detailed as below:

(2.) The Pepsu Trading Company Limited, Dal-mia Dadri, Respondent No. 2, the transferee company', (incorporated as a private limited company on 17-4-54 with a paid-up capital of rupees two lacs" put forward a scheme for acquiring the total shareholding of the transferor company. The offer is contained in a document dated 16-4-1955, was circulated - to its shareholders by the Transferor Co. on 22-4-1955. The main part of the scheme is as under:

(3.) The present applications under Section 153B (I) Indian Companies Act, 1913 were presented by the dissenting shareholders (about 5.75 per cent value) for an order that their shares shall not be compulsorily acquired. Various grounds in order to show that the scheme was unfair and, there fore, not binding on the dissentients were urged But with none of them, because of subsequent change in law, we are a present concerned.