In Re: Hindustan Instruments Ltd. and Others

S.P. Goyal, J.—Hindustan Instruments Limited, a joint stock company, has moved this petition u/s 394 of the Companies Act, 1956, for the sanction of a scheme of amalgamation whereby the petitioner-companies Hindustan Computers Limited, Hindustan Reprographics Limited and Indian Computer Software Company Limited, are to amalgamate as transferor companies with Hindustan Computers Limited as transferee company.

Notice of the petition was issued to the Regional Director, Company Law Board, Kanpur, and the official liquidator. Citation was also published in the newspapers and the Government Gazette. Only the Regional Director has filed objections to the petition.

Although five objections have been enumerated in the petition, at the time of arguments, the official liquidator pressed into service only the one that while fixing the exchange ratio of the shares, several factors have not been taken into consideration. The exchange ratio was got fixed by Messrs Price Waterhouse, Chartered Accountants, New Delhi, an international firm of chartered accountants. The Regional Director has not stated in the objection petition that the ratio fixed is unfair in any manner. The exchange ratio was approved unanimously by more than 3/4ths of the shareholders present in the meeting. The shortcomings pointed out have also been explained satisfactorily in the reply filed. As the exchange ratio of the shares proposed is not stated to be unfair to the shareholders, it is not necessary to deal with the shortcomings pointed out in the objection petition in detail. I am, therefore, satisfied that the scheme of amalgamation is not prejudicial and detrimental to the interests of the public or the shareholders. Accordingly, this petition is allowed and the requisite sanction accorded.