ARADHANA BEVERAGES AND FOODS COMPANY LIMITED Vs. STATE

JUDGEMENT

(1.) This is a petition under Sections 201-394 of the Companies Act, 1956. Aradhana Beverages and Foods Company Ltd. (for short the 'transferee Company'),a Company havinga registered office in Delhi, has filed this application in order to seek sanction of this Court to the scheme of amalgamation of Sunrise Products (for short the 'transferor Company') with it. The authorised share capital of the transferee Company is Rs. 30 crores divided into 30,00,000 equity shares of Rs. 10.00 each. The subscribed and paid-upcapital of the transferee Company as on date is Rs. 27.10 crores but as on the date of filing of the petition the same was Rs. 8,10,00,000.00 divided into 81,00,000 equity shares of Rs.10.00 each.The objects of the Company arc set out in its Memorandum and Articles of Association annexed to the petition. Mainly the objects are as under:

(2.) On the other hand, the transferor Sunrise Products is a Company which is inter-alia engaged in the business of manufacture and production of soft drinks, an object which is akin to one of the several objects of the transferee Company. The transferor Company has authorised capital of Rs. 15 crores divided into one crore fifty lacs equity shares of Rs. 10.00 each. The subscribed and paid-up capital of the transferor Company is also Rs. 15 crores divided into one crore fifty lacs fully paid up equity share of Rs. 10/ each.

(3.) On April2, 1997 the Board of Directors of the transferor Company resolved that the transferor Company be amalgamated with the transferee Company. It also resolved that the valuation of the respective business of the two Companies be carried out in order to arrive at a fair share exchange value. On the same date the Board of Directors of the transferee Company passed a similar resolution.