Co.Pet. 4/2011 BEFORE THE HON BLE MR. JUSTICE HRISHIKESH ROY Heard Mr. Kaushik Goswami, learned counsel for the petitioner Company. Also hear d Mr. Randeep Sharma, Asstt. S.G.I. 1. This is a petition under Sections 391 (2 and 394 of the Companies Act 19 56 filed by the petitioner Company i.e. Madhuting Tea Private Limited in connec tion with the Scheme for amalgamation of Belvedere Properties Private Limited ( BPPL ) and Lyons & Roses Private Limited ( LRPL ), the two transferor Companies with Madhuting Tea Private Limited, the transferee Company whereby and where u nder, the entire undertakings of BRPL and LRPL together with all property, right s and powers and all debts, liabilities, duties and obligations relating thereto are proposed to be transferred to the transferee/petitioner Company. 2. By the order of this Hon’ble Court dated 02.05.2011, and on perusal of t he petition for confirmation of the Scheme of Amalgamation in Form No. 40, this petition was fixed for hearing on 06.06.2011 and notices were ordered to be adve rtised in The Assam Tribune and The Dainik Janambhumi , Guwahati, not less t an fourteen days before the date fixed for hearing and also on the Central Gover nment through the Regional Director, Eastern Region, Ministry of Corporate Affai rs, Kolkata and the Registrar of Companies, Shillong, not less than 28 clear day s before the date fixed for hearing, as required under Sections 391 and 394 of t he Companies Act read with Form No. 6 in the Companies (Court) Rules. 3. Mr. Kaushik Goswami, the learned counsel appearing for the petitioner Co mpany states that all the aforesaid directions have been faithfully complied wit h and the notices have been served on all the parties including the Regional Dir ector. An affidavit has been filed by the Regional Director, which is on record. 4. Mr. Randeep Sharma, the learned counsel appearing for the Regional Direc tor states that the petition filed by the Transferee Company for obtaining the s anction of this Hon’ble Court to the proposed Scheme of Amalgamation have been e xamined in detail by the Regional Director, Eastern Region, Department of Compan y Affairs, Kolkata. The Central Government has observed that to increase the net worth, the petitioner Company has issued shares (on different dates) at high pr emium (Total Rs.2,90,00,000/-) to avoid increase of authorized capital and pay ing of registration fee to the Central Government (Rs.90,000/-). Though issue of shares on premium is not part of the Scheme but the petitioner Company has done the same in a planned way and after increasing the net worth, (by way of issue of shares at high premium), has filed petition for amalgamation which according to the Central Government seems to be prejudicial to public interest as the meth od used is to avoid Government fee. 5. Mr. Kaushik Goswami for the petitioner Company submits that the appointe d date of the Scheme is 1st April, 2010 and these allotments have been m ade much prior to the appointed date and that issuance of shares at a premium is not part of the scheme. Furthermore it is a well settled principle that the sha res are the properties of the shareholders and they are the ultimate and best ju dge of the value they would put on their properties with which the Court should not interfere. It is further submitted that a similar objection was taken by the Central Government before the Hon’ble Calcutta High Court in the matter of Asth a Dealcom Pvt. Ltd. And ors. (C.P. No. 536 of 2010 connected with C.A. No. 815 o f 2010) and the Hon’ble Calcutta High Court vide its order dated 16.05.2011 over ruled the said objection as raised by the Central Government and sanctioned the Scheme. A copy of the said judgment of the Hon’ble Calcutta High Court produced by the learned counsel. 6. As it appears that the allotment was made prior to the appointed date an d is not a part of the Scheme, this Court is not going into that issue at all. F urther, the said observation of the Central Government being squarely covered in the aforesaid judgment of the Hon’ble Calcutta High Court, no further orders in respect of the said observation appears to be necessary. 7. Mr. Goswami further submits that the two Transferor Companies having the ir registered offices in Calcutta had jointly filed a similar petition for obtai ning sanction of the said Scheme before the Hon’ble Calcutta High Court and that the said Scheme has been already sanctioned by the Calcutta High Court vide its order dated 20.05.2011. A copy of the said order dated 20.05.2011 of the Hon’bl e Calcutta High Court is placed on record. 8. Having regard to the above, it is therefore considered expedient that th e prayer for approval/sanction of the Scheme of Amalgamation be granted. Accordi ngly there will be orders in terms of prayers (a),(b),(c),(d),(e),(f),(g) and (h ). 9. Let the Registrar General draw up necessary orders in Form No. 42 under the Companies (Court) Rules, 19569. The case is disposed of with the above orders.