INDO-NIPPON SPECIAL CEMENTS LTD. Vs. STATE

JUDGEMENT

(1.) Company Petition No.34 of 2006 is filed by the petitioner ­ Indo ­ Nippon Special Cements Limited (hereinafter referred to as "the transferor company") for an appropriate order of sanctioning the scheme of arrangement in the nature of amalgamation with Gujarat Ambuja Cements Limited (hereinafter referred to as "the transferee company").

(2.) Company Petition No.35 of 2006 is filed by the transferee company for sanctioning the scheme of arrangement in the nature of amalgamation of transferor company with transferee company under Sections 391 to 394 of the Companies Act; 1956.

(3.) It has been submitted on behalf of the transferor company that the main objects and some of the other incidental objects of the transferor company ard as set out in its Memorandum & Articles of Association are to produce, manufacture, trade, process, refine, import, export, purchase, sell and generally to deal in all types and kinds of cement. The main objects and the incidental and the ancillary objects of the transferor company are mentioned in para ­ 4 of the Company Petition. It is further submitted on behalf of the transferee company that the main objects of the transferee company as set out in its Memorandum & Articles of Association was to carry on the business as manufacturers and dealers in grey cement, white portland cement, ordinary portland cement and cement of all the kinds and varieties, concrete, lime stone, sagole, soap sagole, etc., and to establish, construct, acquire, run, operate on any factory for manufacturing cement and allied products. The main, incidental as well as ancillary objects of the transferee company are mentioned in para ­ 10 of the Company Petition. It is submitted on behalf of both the petitioners that they have proposed the scheme of arrangement between the transferee company and the transferor company and their respective members. It is submitted that as it evident from the object clause as disclosed in the Memorandum of Association, the transferor company has powers under their object to amalgamate with any other company having objects in part similar to each other. It is submitted that the Board of Directors of both the transferor and transferee company at their respective Board meetings have unanimously passed the resolution and approved the said scheme of amalgamation. It is submitted by the transferor company that the business of both the companies on amalgamation will be carried out more economically, efficiently and beneficially as more funds and assets for the business of the amalgamated company will be available. The justification for the said scheme of amalgamation has been mentioned in para ­ 18 of the petition.