ALFA QUARTZ LIMITED Vs. CYMEX TIME LIMITED

JUDGEMENT

(1.) PRESENT orders shall govern the disposal of these two company petitions which are under sections 391 to 394 of the Companies Act, 1956, for amalgamation. The petitioning companies are the transferor -companies. The transferee -company is not before me.

(2.) IN Company Petition No. 221 of 1996, the petitioner -company happens to be M/s. Alpha Quartz Limited, Ahmedabad, a company incorporated under the Companies Act, 1956, having their registered office at Ahmedabad. The petitioner -company was incorporated on March 20, 1995, under the provisions of the Companies Act, 1956, in the name of M/s. Alpha Quartz Limited. The registered office of the petitioner -company is situated at Navrangpura, Ahmedabad -380 009 in the State of Gujarat. The authorised capital of the petitioner -company is Rs. 1,00,00,000 (Rupees one crore only) divided into 10,00,000 equity shares of Rs. 10 each. The issued subscribed and paid -up capital of the petitioner -company is Rs. 20,53,000 (Rupees twenty lakhs fifty -three thousand only). The main objects for which the petitioner -company was incorporated are set out in the memorandum and articles of association (annexure A to the petition) and include the activity of carrying on the business of manufacturers, importers, producers, buyers and sellers, importers and exporters of all type and sorts of quartz, electronic and mechanical watches, clocks and time pieces and other time showing appliances. The financial position of the transferor -company has been shown in the balance -sheet of the company for the year ended March 31, 1996, a copy whereof is annexed and marked as annexure B to the petition. M/s. Cymex Time Limited, the transferee -company (not before me) is the company situated at Udaipur within the State of Rajasthan. The transferee -company was originally incorporated as a private limited company on August 8, 1986, and later on it was converted into a limited company and the fresh certificate of incorporation was issued on February 24, 1995.

(3.) COMPANY Petition No. 222 of 1996 has been filed by another transferor -company, namely M/s. Hightech Precision Products Limited, a company incorporated under the Companies Act, 1956, and having their registered office at Deokinandan Market, Railwaypura, Ahmedabad. The petitioner -company was incorporated on March 28, 1995, under the provisions of the Companies Act, 1956. The registered office of the petitioner -company is situated at Deokinandan Market, Railwaypura, Ahmedabad, within the State of Gujarat. The authorised capital of the petitioner -company is Rs. 15,00,000 (Rupees fifteen lakhs only) divided into 1,50,000 equity shares of Rs. 10 each. The issued, subscribed and paid -up capital of the transferor -company is Rs. 1,43,800 only.