COMP/135/2011 11/49 ORDER wholly owned subsidiary (Point No.12). I say that APML has not shown any profits for 31st March 2011. I say the proposal for amalgamation is done in haste and may be with high valuation for the Company APML shares as the APML project is yet to take off. 12. I say that the Registered office address of Growmore is shown as C/o. Trust Link International Limited, Suite 501, St. James Court, St. Denis Street, Port Louis, Mauritius (Point No.8 Page No. not provided) and in the High Court order for Company Petition No.80 of 2010 in Point No.9 there is the reference of letter dated 23.04.2010 from Trustlink. I say that clarification may be sought for the similarity in name for this C/o. address and earlier ones. I submit the copies of email/s, Copy of Order, Newspaper articles collectively marked as Exhibit “A”. 13. I say that if the scheme is allowed, we shareowners would be deprived of the benefits which belongs to us and created from our wealth now and may be also in future.” 4.1. As against the written objections filed by Mr. Gandhi, the petitioner company has, through its Company Secretary and Authorized Signatory, Mr. Rahul Shah, filed st a composite additional affidavit dated 21 January 2012 wherein, while dealing with the objections raised by the Shareholder, it is stated, inter alia, that: “7(vi) ………It is true that the Transferee Company is a profit making company and has not declared dividend. It is pertinent to note that the company is in the process of developing several power projects and the Board of Directors has found it appropriate not to distribute the earnings in form of dividend and thought it prudent to conserve resources for the development of several projects being implemented at different stages. It is respectfully submitted that the same being the commercial decision of the board of Directors of the Company is strictly out of the realm of the shareholders for the purpose of consideration of the proposed scheme. (vii) ……the resignation of some of the Directors of the company for personal reasons and induction of new Directors is an issue totally irrelevant for the consideration of the proposed Scheme. (viii) ……..the Exchange ratio was worked out on the basis of the Valuation undertaken by Ernst & Young Private Limited, an independent valuer. The same was duly approved by the Board of Directors and the majority of shareholders at the meeting. It is pertinent to note that the concerned Stock Exchanges viz. BSE and NSE did not find the same objectionable or against the interest of the shareholders. It is also pertinent to note that apart from the bald allegation that the valuation is unfair, the said shareholder has not been in a Downloaded on : Fri Jan 27 19:33:28 IST 2023