TaxTMI 
TaxTMI 
2000 (2) TMI 780
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....sferee company). 2. The authorised equity share capital of the transferor company is Rs. 30 crores divided into 3 crores equity shares of Rs. 10 each. The issued, subscribed and paid up equity share capital of the transferor company is Rs. 24,81,69,030 divided into 2,48,16,903 equity shares of Rs. 10 each fully paid up. The authorised preference share capital of the transferor company is Rs. 15 crores divided into 15 lakhs preference shares of Rs. 100 each. The issued, subscribed and paid up preference share capital is Rs. 3 crores divided into 3 lakhs preference shares of Rs. 100 each. 3. The main objects of the transferor company inter alia are to carry on business as dealers and producers of dairy, farm, garden and agricultural pro....
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....rs and to establish ancillary operation like hatcheries, brooder houses, breweries, distilleries etc. One of the objects of the transferee company was also to acquire and take over as a going concern the business carried on by Sri B. Vasudev Rao and Mrs. Uttara Devi Vasudeva Rao, under the name and style of Venkateswara Poultry Farm with all its assets and liabilities. 6. The reasons for amalgamation of the transferor company and the transferee company are that the transferor company, in spite of best attempts, suffered loss of Rs. 10.32 crores in 1997-98 and Rs. 10.10 crores in 1998-99, that is as against paid up share capital of Rs. 27.75 crores, due to increasing cost of eggs in India, increase in production of fresh eggs in foreign m....
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....r date, shall receive freely transferable preference shares of the transferee company of face value of Rs. 10 which shall bear dividend at the rate of 9 per cent and shall be redeemable after five years. In respect of members of the transferor company holding such number of equity shares as are not divisible by 5, if after issuing one preference share for every five equity shares of the transferor company, the balance equity shares left are three or more, the member shall receive one additional preference share of the transferor company, and if after issuing one preference share for every five equity shares of the transferor company, the balance equity shares left are two or less, the member shall not receive additional preference share of ....
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....of amalgamation, a copy of which is annexed as Annexure-A to this order, was approved. 9. In C.A. No. 507 of 1999, dated 9-9-1999, the meeting of equity shareholders of Venkateswara Hatcheries Ltd. was directed to be convened and Shri C.V. Narasimham was appointed as Chairman to conduct the meeting. Notice of the meeting was sent individually to all the shareholders together with a copy of scheme of amalgamation and explanatory statement along with a form of proxy. The notice of the meeting was also advertised in all editions of the English daily Deccan Chronicle and the Telugu daily Andhra Jyothi. The meeting was convened on October 30, 1999 at Bharatiya Vidya Bhavan, Hyderguda, Hyderabad, under the Chairmanship Shri C.V. Narasimham, Ad....
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....oof of publication of notices has already been filed. 13. From a perusal of the record, now it appears that requisite statutory procedure has been substantially complied with. The scheme of amalgamation annexed as Annexure-A has been duly approved by overwhelming majority of the equity shareholders of the transferor and also transferee company. The majority decision appears to be [that] the amalgamation is just and fair. It does not appear that the proposed scheme of amalgamation is contrary to the public policy. The whole scheme of amalgamation appears to be just, fair and reasonable from the point of prudent manner. I do not see any impediment in confirming the resolutions of equity shareholders of the transferor and transferee company....