Over 2 lakh Indian cases. Search powered by Google!

Case Details

DHAMPUR SUGAR MILLS LIMITED versus MANSURPUR SUGAR MILLS LIMITED

High Court of Judicature at Allahabad

Case Law Search

Indian Supreme Court Cases / Judgements / Legislation

Judgement


Dhampur Sugar Mills Limited v. Mansurpur Sugar Mills Limited - COMPANY APPLICATION No. 10 of 2005 [2005] RD-AH 5846 (17 November 2005)

 

This is an UNCERTIFIED copy for information/reference. For authentic copy please refer to certified copy only. In case of any mistake, please bring it to the notice of Joint Registrar(Copying).

HIGH COURT OF JUDICATURE OF ALLAHABAD

Company Application No.10 of 2005

AN APPLICATION FOR AMALGAMATION OF COMPANIES

In the matter of the Companies Act, 1956 (Sections-391/394)

AND

In the matter of the Scheme of Amalgamation Between:

THE DHAMPUR SUGAR MILLS LIMITED (hereinafter referred to as `DSML'),

an existing company within the meaning of and governed by the Companies Act, 1956 and having its Registered Office at Dhampur, Distt Bijnore in the State of Uttar Pradesh.

....................Transferee Company

AND

MANSURPUR SUGAR MILLS LIMITED (hereinafter referred to as `MSML'), an existing company within the meaning of and governed by the Companies Act, 1956 and having its Registered Office at Mansurpur, Distt Muzaffarnagar in the State of Uttar Pradesh.

....................Transferor Company

Hon. Sunil Ambwani, J.

This Company Application under Section 391 and 394 of the Companies Act, 1956, seeks to call meetings of the share holders and creditors of the Mansurpur Sugar Mills Limited  having its registered office at Mansurpur, Distt. Muzaffarnagar (`MSML', Transferor Company) and the Dhampur Sugar Mills Limited with its registered office at Dhampur, Distt. Bijnore (`DSML' Transferee Company), separately, for considering the proposed Scheme of Amalgamation (Annex.1 to the Company Application).    It further seeks directions to appoint Chairmen, for publication of necessary notices for convening the meetings;  to call for necessary reports from the Regional Director, Northern Region, Department of Company Affairs, Noida and for the Official Liquidator and for further orders.

The relevant paragraphs of the Company Application supported by affidavit of Shri Gaurav Goel, the Director of  both the Transferor and the Transferee Companies, relevant for the purposes of calling the  meetings, is set out as below:

"4. That the Transferor Company i.e. MSML was incorporated on 18th August, 1992 vide Certificate of Incorporation No.20-14651 of 1992 granted by the Registrar of Companies, U.P. Kanpur under the Companies Act, 1956.

5. That the  Registered Office of the MSML is situated at Mansurpur, Distt. Muzaffarnagar in the state of Uttar Pradesh.

6. That the Authorised Share Capital of MSML is Rs.35,00,00,000/- (Rupees Thirty Five Crores only) divided into 2,40,00,000 Equity Shares of Rs.10/- each and 1100000 Preference Shares of Rs.100/- each.  The issued, subscribed and paid up share capital of the company is Rs.327500800 (Rupees Thirty Two Crore Seventy Five Lakhs and Eight Hundred) divided into 22250080 Equity Shares of Rs.10/- each 50000, 12% Optionally Convertible Cumulative Preference Shares  of Rs.100/- each and 550000, 10% Optionally Convertible Cumulative Preference Shares of Rs.100/- each.

7. That MSML, the Transferor Company is a subsidiary of the Transferee Company.  Transferee Company holds more than 75% of the total equity capital of the Transferor Company.  It also holds 100% Preference Shares issued by the Transferor Company.

10. That the Transferor Company is presently engaged in manufacturing and dealing in sugar.

11. That the shares of MSML have been valued by M/s Mittal Gupta and Company, Chartered Accounts, Kanpur who have arrived at a fair valuation of Rs.11/- per share for the purpose of this proposed amalgamation effective from 1st April, 2005,  A copy of the Valuation Report of the said Chartered Accounts is hereto annexed and marked as Annexure 3.  A copy of the latest audited Balance-Sheet of the company as at 31st March, 2005 is also annexed  hereto and marked as Annexure 4.  There have not been any material changes in the systems and working of the company to affect the said valuation of its shares.

12. That the Transferee company i.e. DSML, a Public Limited Company was incorporated on 22nd May 1933 vide Certificate of Incorporation No.12 of 1933-1934 granted by the then Deputy Registrar of Joint Stock Companies United Provinces of Agra and Oudh.  

13. That the registered office of the company is situated at Dhampur, Distt. Bijnore in the State of Uttar Pradesh.

14. That the Authorised Share Capital of the DSML is Rs.75,00,00,000 (Rupees Seventy Five Crores only) divided into 3,50,00,000 Equity Shares of Rs.10/- each and 40,00,000 Preference Shares of Rs.100 each.  The paid up share capital of the company is Rs.48,62,03,645/- (Rupees Forty Eight Crores Sixty Two Lacs Three Thousand Six Hundred Forty Five only) divided into 3,47,44,812 Equity Shares of Rs.10/- each and 14,13,940 Preference Shares of Rs.100 each.

15. That Transferee company is widely held company having three subsidiaries companies, Transferor Company is one of them.  

17. That the Transferee company is presently engaged in manufacturing and dealing in sugar and its bye/ allied products viz manufacturing of chemicals  and generation of power.  The company is specifically authorized to amalgamate by virtue of Clause III (16) of its Memorandum of Association.

18. That the financial position of the Transferee company is very sound.  It has Reserves and Surplus amounting to Rs.4632.48 lacs as on 31st March, 2005.  Its shares have been valued by M/s Mittal Gupta and Company, Chartered Accountants, Kanpur who have arrived at a fair value of Rs.110 per share for the purpose of this proposed amalgamation effective from 1st April, 2005.  A copy of the Valuation Report of the said Chartered Accountants is annexed hereto and marked as Annexure 3.  A copy of the latest audited Balance-sheet of the company as at 31st March, 2005 is also annexed hereto and marked as Annexure 6.  There has not been any material change in the systems and working of the company to affect the said valuation of shares.

20. That the Scheme of Amalgamation may be treated as forming part of this Application/ Petition.  The said Scheme, inter alia, postulates that in consideration of the vesting  of the undertaking of the Transferor company in the Transferee company in terms of the said Scheme, the Transferee company shall issue and allot (without further application) to members of the Transferor company on a date to be determined by the respective Board of Directors of Transferee company and Transferor company, 1 (one) Share of DSML for every 10 (Ten) shares of MSML.

22. That the respective meetings of the Board of Directors of the Transferor company and Transferee company have duly approved the said Scheme of Amalgamation as also the exchange ratio determined and fixed by M/s Mittal Gupta and Company, Chartered Accountants, Kanpur.  A copy of each of such Board resolutions is annexed hereto and  marked as Annexure 7 and 8 respectively.

24. That the circumstances and reasons that have necessitated and have justified the proposed Scheme of Amalgamation are, inter alia, as follows:

24.1. The Scheme of Amalgamation proposed has been well thought of and decided in order to ensure synergy of diverse forces towards specified goals.  Both the companies have common management, common family control, common business, common fund management and common group administration.  Thus they have unity of interests in all respects, it would be beneficial to amalgamate DSML with MSML in order to ensure optimum utilization of employees, funds, and skills of management and to reduce some amount of avoidable works and functions relating to  management, finance and accounting.

24.2. Pooling of resources o both the companies will  held in expansion of both companies without any extra cost, and all the resources will be put to their optimum use.

24.3. The said amalgamation shall make DSML one of the largest sugar company in private sector with instantaneous growth of business, turnover and assets.

24.4. The said amalgamation will reduce the inter transactions of both these companies which are at times required for resource mobilization.

24.5. The said amalgamation will reduce the overhead expenses.

24.6. The said amalgamation will reduce cost of funds enabling company to raise cheaper funds from strategic investors.

24.7. The said amalgamation will result in cutting competition from upcoming sugar plants.

24.8. The said amalgamation will facilitate transfer of bye products and other items without taxes among units.

24.9. The said amalgamation will result in tax benefits of unabsorbed depreciation and business losses and continuity of losses as per laws."

The financial position of the transferor and transferee companies as appearing in the audited balance sheet as on 31.3.2005 has been set out in paragraph 26 of the Company Application.

Having heard Shri Rohit Agarwal, learned counsel for the Companies, it is ordered;

That for the purpose of considering, and if thought fit, for approving, with or without modification, the proposes Scheme of Amalgamation it is necessary to call separate meetings of the share holders/ members and creditors of both the transferor and transferee companies.

Shri Rohit Agrawal states that the registered office of the transferor company is situated at Mansurpur, Distt. Muzaffarnagar, at about 100 kms. from the registered office of the transferee company at Dhampur, District Bijnore.  There is no infrastructure or facilities for holding such large meetings at Mansurpur, Distt. Muzaffarnagar,  and as such the meeting be allowed to be held at the registered office of the transferee company at Dhampur, Distt. Bijnore.  The prayer is reasonable and is allowed subject to  publication in the advertisement and in the notices to be issued to all the share holders/members/ creditors.  

The meeting of the share holders/ members of the `MSML' the Transferor Company will be convened and held  at the registered office of the transferee company  at Dhampur, District Bijnore on 23.12.2004 (Friday) at 11 o'clock in the forenoon, and the meeting of creditors of the `MSML' the Transferor Company shall be held on the same day  at the same venue at 3 o'clock afternoon.

The notice convening aforesaid meetings shall be sent under the signatures of the Chairman at least 21 clear days before the date appointed for the meetings, along with the scheme and the statement as required to be furnished pursuant to Section 393 of the Companies Act, 1956,  along with prescribed form of proxy, by pre-paid letter post  under certificate of posting, addressed to each of the share holders/ members and creditors of the transferor company  at their respective registered or last known address.

That in addition at least 21 clear days before the date appointed for the meetings  in respect of transferor company, as aforesaid, advertisement convening the said meetings, and stating that copies of the scheme along with copy of the statement required to be sent under Section 393 of the Companies Act, 1956 and the prescribed from of proxy can be obtained free of charge at the registered office of the transferee company, shall be published in the daily newspapers, Times of India (in English) published both from Delhi and Lucknow and Amar Ujala (in Hindi) published both from Delhi and Agra giving full details of the meetings, and place and time of such meetings.

That for the purposes of conducting the meetings of the share holders/ members and the creditors of the transferor company, the Court hereby appoint Shri Dinesh Kakker, Adv. as a Chairman and Shri Rakesh Bagga Adv. as alternate Chairman.  The Chairman shall be paid Rs.15,000/- per meeting plus incidental expenses and the alternate Chairman will  be paid Rs.7,500/- per meeting plus incidental expenses, and in addition  the expenses of journey and staying in respectable hotel shall be taken care of.

The quorum of the meeting of share holders/ members and creditors of the transferee company shall be such as provided in the Articles of Association of the transferor company, and 51% of the value of share holders/ members and creditors of the transferor company.

The voting by  proxy shall be permitted provided, that the proxies in the prescribed form duly signed by the person entitled to attend and vote at the meeting, and in case of company or an association, by a duly authorised representative  of such company/ association is filed with the transferee company at its registered office not later than 48 hours before the meeting.

That the value of each share holder/ member  and the value of each creditor, shall be in accordance with the books of the transferee company, and where the entries in the books are disputed, the Chairman shall determine the value for the purposes of the meeting.

The Chairman shall report to the Court the result of the meetings, within two weeks of the conclusion of the meetings and the report shall be verified by his affidavit.

The meetings of the share holders/ members of the `DSML' the transferee company shall be convened and held at the registered office of the transferee company at Dhampur, District Bijnore on 24th day of December, 2005 (Saturday),  at 11 o'clock in the forenoon and the meeting of creditors of the `DSML', the transferee company shall be held on the same day at the same venue at 3 o'clock  afternoon.

That in addition at least 21 clear days before the date appointed for the meetings  in respect of transferee company, as aforesaid, advertisement convening the said meetings, and stating that copies of the scheme along with copy of the statement required to be sent under Section 393 of the Companies Act, 1956 and the prescribed from of proxy can be obtained free of charge at the registered office of the transferee company, shall be published in the daily newspapers, Times of India (in English) published both from Delhi and Lucknow and Amar Ujala (in Hindi) published both from Delhi and Agra giving full details of the meetings, and place and time of such meetings.

That for the purposes of conducting the meetings of the share holders/ members and the creditors of the transferee company, the Court hereby appoint Shri Vivek Choudhary, Adv. as a Chairman and Shri Kamal Narain Rai Adv. as Alternate Chairman.  The Chairman shall be paid Rs.15,000/- per meeting plus incidental expenses and the alternate Chairman will  be paid Rs.7,500/- per meeting plus incidental expenses, and in addition  the expenses of journey and staying in respectable hotel shall be taken care of.

The quorum of the meeting of share holders/ members and creditors of the transferee company shall be such as provided in the Articles of Association of the transferee company, and 51% of the value of share holders/ members and creditors of the transferee company.

The voting by  proxy shall be permitted  provided that the proxies in the prescribed form duly signed by the person entitled to attend and vote at the meeting, and in case of company or an association, by a duly authorised representative  of such company/ association is filed with the transferee company at its registered office not later than 48 hours before the meeting.

That the value of each share holder/ member  and the value of each creditor, shall be in accordance with the books of the transferee company, and where the entries in the books are disputed, the Chairman shall determine the value for the purposes of the meeting.

The Chairman shall report to the Court the result of the meetings, within two weeks of the conclusion of the meetings.   The report shall be verified by his affidavit.

The shares of the transferee company are widely held and listed on the stock exchange and thus for the purposes of the share holders'/ members' meetings  the share holders, registered in the books of the transferee company as on 30.9.2005 shall be entitled to vote in the meeting.

The notices of this petition shall also be served upon the Official Liquidator and the Regional Director, Northern Region, Department of Company Affairs, Noida, who shall give their statutory report by the next date fixed for orders.

List on 09.1.2006.

Dt.17.11.2005

SP/


Copyright

Reproduced in accordance with s52(q) of the Copyright Act 1957 (India) from judis.nic.in, indiacode.nic.in and other Indian High Court Websites

Advertisement

dwi Attorney | dui attorney | dwi | dui | austin attorney | san diego attorney | houston attorney | california attorney | washington attorney | minnesota attorney | dallas attorney | alaska attorney | los angeles attorney | dwi | dui | colorado attorney | new york attorney | new jersey attorney | san francisco attorney | seattle attorney | florida attorney | attorney | london lawyer | lawyer michigan | law firm |

Tip:
Double Click on any word for its dictionary meaning or to get reference material on it.