IN RE Vs. CENLUB INDUSTRIES LIMITED AND ORS

JUDGEMENT

(1.) This is a second motion petition jointly filed by the three companies for sanction of the Scheme of amalgamation Annexure A of petitioner No.2 (for brevity, Transferor Company No.1) and petitioner No.3 (for brevity, Transferor Company No.2) with Cenlub Industries Limited petitioner No.1 (for brevity, Transferee Company) under Sections 230-232 of the Companies Act, 2013 (for brevity, the 'Act') read with Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 (for brevity, 'Rules') duly supported by affidavits of Mr. Vijendra Kumar Mittal, Managing Director of Transferee Company, Ms. Madhu Mittal, Director of Transferor Company No.1 and Mr. Ansh Mittal, Director of Transferor Company No.2.

(2.) The Scheme provides for the following:-

(3.) The Scheme provides for the manner in respect of share exchange ratio for which valuation report was also filed. The Share Exchange Ratio under the Scheme has been determined in accordance with the Report on Valuation of Shares determining the share exchange ratio dated 10.09.2016 issued by M/s B N Misra & Co., Chartered Accountants, New Delhi, as per the settled principles of valuation as Annexure R. The following Share Exchange Ratio has been proposed: