APCO INDUSTRIES LTD. Vs. STATE

JUDGEMENT

(1.) THE present orders shall govern the disposal of these two company petitions, filed before this court, for the purpose of obtaining the sanction to the scheme of amalgamation, proposed to be made between the two companies, namely, Apco Electrical Products Pvt. Ltd. ('the transferor -company') and Apco Industries Ltd. ('the transferee -company'). Company Petition No. 27 of 1995 has been presented by the transferor -company, while Company Petition No. 26 of 1995 has been presented by the transferee -company.

(2.) THE transferor -company is a private limited company, within the meaning of the Companies Act, 1956, having its registered office at Ahmedabad, within the State of Gujarat. The transferor -company was incorporated on March 3, 1978, as a private limited company. Annexure -A happens to be the printed copy of the memorandum and articles of association of the transferor -company. As per the latest audited balance -sheet, as on March 31, 1994, the authorised, issued, subscribed and paid -up share capital of the transferor -company consists of the following : -

(3.) THE material provisions of the proposed scheme of amalgamation are that, with effect from February 1, 1995 (the appointed day), the entire undertaking and all the assets and the properties of whatsoever nature of the transferor -company shall be transferred to and vested in the transferee -company, pursuant to the provisions contained in section 394 of the Companies Act, 1956. All the debts, liabilities, obligations and dues of the transferor -company shall be deemed to be transferred to the transferee -company, pursuant to the provisions of the afore -mentioned statute. The scheme also provides that one hundred and fifty fully paid -up equity shares of Rs. 10 each of the transferee -company shall be issued for every fully paid -up equity share of Rs. 100 each held by the members of the transferor -company. It is also further provided in the proposed scheme of amalgamation that new equity shares of the transferee -company to be allotted to the members of the transferor -company shall rank for dividend, voting rights and in all other respects pari passu with the existing equity shares of the transferee -company.