ARVIND INTEX LTD. Vs. KIRIT H. PATEL

JUDGEMENT

(1.) All these petitions have been moved for getting sanction of Scheme of Amalgamation placed at Exh. C in the respective petitions moved by Arvind Intex Limited, having its registered office at Raipur Road, Ahmedabad, (hereinafter referred to as 'AIL' or 'the Transferor Company' as the case may be) with Arvind Products Limited (for short 'APRL' or 'the Transferee Company') with effect from 1.10.1998. The other companies which are to join as the Transferor Companies in the Scheme of Amalgamation are Arvind Polycot Limited (APL) and Arvind Cotspin Limited ('ACL'). Company Petition No. 69 of 1999 has been moved by AIL, Company Petition No. 70 of 1999 has been moved by APL, Company Petition No. 71 of 1999 has been moved by ACL and Company Petition No. 72 of 1999 has been moved by APRL for getting approval of Scheme of Amalgamation as aforesaid.

(2.) The Scheme of Amalgamation placed at Exh. C might be referred to from Company Petition No. 69 of 1999, which is the first petition. The scheme provides for the amalgamation of AIL, APL and ACL into APRL pursuant to sections 391 to 394 and other relevant provisions of the Companies Act, 1956 (for short 'the Act') from 1/10/1998 being the appointed date. The scheme is to take effect from the date on which all the conditions and matters referred to in clause 18 are fulfilled and approvals and consents referred to therein have been obtained. After reciting the respective share capitals the scheme proceeds to deal with transfer and vesting of the undertakings including assets and liabilities, debts and obligations, rights and duties, etc. and reorganisation of the capital in the following exchange ratio:-

(3.) It would be appropriate to reproduce Clause 19 of the scheme at this stage:-