The High Court (HC) has sanctioned the amalgamation of the Bangladesh Steel Re-Rolling Mills Limited with the BSRM Steel Mills Limited.
It said all the assets and liabilities of the transferor company (BSRM Steel Mills Ltd) have been transferred to and vested in the transferee company (Bangladesh Steel Re-Rolling Mills Ltd).
The HC asked all the past and present directors of Bangladesh Steel Re-Rolling Mills and BSRM Steel Mills to stop selling, gifting or transferring shares of Bangladesh Steel Re-Rolling Mills till expiry of three years from the effective date of amalgamation.
It ordered that all the shares, debenture, policies, licence and others in BSRM Steel Mills be transferred to and vested in, appropriated and allotted to Bangladesh Steel Re-Rolling Mills.
It also ordered that all mortgages, charges, undertakings, assurances obligation, liabilities, if any, be transferred to and vested in, taken by and enforceable by or against Bangladesh Steel Re-Rolling Mills in the same manner.
The court directed all regulatory bodies and government authorities, including the Registrar of Joint Stock Companies and Firms, and the National Board of Revenue to give effect to this scheme of amalgamation.
The HC bench of Justice Muhammad Khurshid Alam Sarkar delivered the short verdict on December 15 last year after hearing a petition by the two companies.
But the written copy of the verdict was released on Tuesday.
Lawyers Tanjib-ul Alam, Kazi Ershadul Alam and Imran Anwar appeared in the court for the petitioners while AM Msum for the Bangladesh Securities and Exchange Commission (BSEC), and Farhana Khan and Faria Huq represented the court-appointed auditors.
The BSEC opposed the amalgamation scheme, saying that the proposed plan should not be sanctioned for reasons that general shareholders will be losers as the transferor company has huge liability compared to the low net asset and as the Net Asset Value (NAV) was considered at revaluation price rather than historical cost.
Regarding its concern, the court said, "…it appears to me that while the banks of the transferor and transferee companies are happy about the collateral and have extended their full support towards amalgamation, there is hardly any reason for others to be worried."
