SHANKARANARAYANA HOTELS Vs. OFFICIAL LIQUIDATOR GOVERNMENT

JUDGEMENT

(1.) PETITION No. 10 of 1990 by Shankaranarayana Steel and Polymer Concrete Ltd. (hereinafter referred to as the 'transferor company') is for sanctioning a scheme of amalgamation and merger with Shankaranarayana Hotels Pvt. Ltd. (hereinafter referred to as the 'transferee -company'). Petition No. 9 of 1990 is by the transferee -company for sanctioning the scheme of the aforesaid amalgamation and merger.

(2.) SINCE common questions of law and fact arise in these two petitions, they have been taken together and heard and are being disposed of by a common order.

(3.) THE transferor -company, viz., Shankaranarayana Steel and Polymer Concrete Ltd., was incorporated under the Companies Act, 1956, on March 22, 1981, with the main objects mentioned supra, which have been subsequently included by way of an amendment to the memorandum of association of the transferee -company. The objects clause in its memorandum of association did not contain the objects, either main or ancillary of the transferee -company. The transferor -company, vide its extra -ordinary general meeting of the members held on July 17, 1989, passed a resolution amending the objects clause including the objects, viz., carry on the business of hotel, restaurant, cafe, beer house, tavern, refreshment room, lodging house; and acquire all kinds of property either absolutely or on lease. The said amendment was approved by the Company Law Board, by its order dated March 13, 1990. By the said order the objects clause of the transferor -company's memorandum of association has been amended including the above -said objects.