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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