WILLCOX BUCKWELL INDIA LIMITED Vs. UNION OF INDIA

JUDGEMENT

(1.) Willcox Buckwell India Ltd., a public limited company (hereinafter referred to as the Transferor Company), incorporated under the Companies Act, has prayed for sanctioning of the Scheme of Amalgamation, which has been duly resolved by it with the Larsen & Toubro Limited, another public limited company (hereinafter referred to as the Transferee Company), on the terms and conditions mentioned in paragraph 6 of the Petition (C.P. 29/71). The same is opposed by the Central Government to which notice went under Section 391 of the Companies Act; the labour union of the. Transferor Company has not opposed the amalgamation as such but only a certain amendment sought for in Company Application No. 177 of 197.1.

(2.) The transferee Company has an Authorised Capital of Rs. 5,00,00,000 divided into 20,000, 5% Free of Tax Preference Shares of Rs. 100.00 each and 48,00,000 Equity Shares of Rs. 10.00 each. The Issued, Subscribed and Paid up capital of the Trans- feree Company is Rs. 4,14,30,000.00 consisting of 15,000.00 Preference Shares (2,000 redeemable on six months' notice) and 39,93,000 Equity Shares. The Authorised but yet un-issued capital of the Transferee Company is Rs. 85,70,000.00. The objects of the Transferor Company are in brief to acquire, exploit and carry on in India the agency business and representation of Caterpillar Tractor Company and its allied equipment manufacturer of America and Deere and Company of America and other manufacturers of America and United Kingdom. The objects for which the Transferee Company was formed include carrying on business as importers and traders in industrial plant and equipment, tractors, and earth moving equipment, etc., manufacturers of switch, gear, motor starters and equipment for the chemical pharmaceutical and allied industries and for the dairy industry and the execution of civil, mechanical and electrical contracts.

(3.) The Memorandum of Association of the Transferor Company sets out the objectives of the Company, among others, in 111(1), which runs as follows: