Tuesday, 3 December 2019

Fraud committed against minority shareholders in scheme of amalgamation by Dalmia Group of companies.


Scheme of amalgamation between Ankita Pratishan Ltd, Mayuka Investment Ltd, Puneet Trading and Investment Company Pvt Ltd, Ziphead.com Pvt Ltd, Mahanadi Tarding Pvt Ltd, Shreevallah Textile Private Ltd proposed to be amalgamated with Rama Investment company Pvt Ltd and Identified Undertaking1 in Keshav Power Limited and Undertaking2 in Shree Nirman Limited are proposed to be stand transferred to Rama Investment.

This scheme was approved by NCLT in 2017.

This scheme was opposed and objected to be examined in detail by minority shareholders as there were many loopholes affecting the minority interest. The Scheme was impermissibly promoter oriented and anti minority/public shareholders and was illegal, unlawful, unjust and against the public policy in India.

On 29th Nov, 2019 NCLAT New Delhi, passed a final judgement favouring minority shareholders by "Rejecting" the scheme thereby dismissing the petition.

Final Order:

“We find that the valuer made a valuation disregarding the methodology, methods or share entitlement ratio even as stated by him in his valuation report. No valuation of each share of every company has been done to arrive at the exchange ratio and we are convinced that only the guess work has been done to arrive at share exchange ratio. We are unable to convince ourselves
that on the basis of this valuation report and for other reasons recorded above the amalgamation can be termed as fair to all stakeholders. Such Scheme could not have been approved.”

In view of the above the following order is passed.
-The appeal filed by the appellant is allowed.
-Impugned order dated 12th April, 2018 is quashed and set aside.
-The Scheme of Amalgamation (accepted by Impugned Order) is
rejected. The Company Petitions are dismissed.
-A sum of Rs.10,00,000/- costs is imposed on 9th Respondent to
be deposited with National Defence Fund within 15 days from the
date of this order. Proof of depositing the same will be submitted
to the Registrar of this Appellate Tribunal within a week

thereafter.



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