UCAL FUEL SYSTEMS LIMITED Vs. STATE

JUDGEMENT

(1.) COMPANY Petition No. 59 of 1990 was filed by Ucal Fuel Systems Limited, having its registered office at No. 118, Anna Salai, Madras 2, and Company petition No. 60 of 1990 was filed by Suncarb Private Limited, having its registered office at No. 8, Haddows Road, madras -6. Both the company petitions were filed under sections 392 and 394 of the Companies Act, 1956, hereinafter referred to as 'the Act', praying for according sanction to a scheme of amalgamation of the aforesaid two companies. Ucal Fuel Systems Limited is a public limited company and it is the transferee company. Suncarb Private Limited is a private limited company and is the transferor company. The scheme submitted to the court for sanction involves amalgamation of the transferor company with the transferee company and amongst others it involves dissolution without winding up.

(2.) SUNCARB Private Limited, Madras -6, the transferor -company, was incorporated on November 7, 1985, under the provisions of the Act, having its registered office at No. 8, Haddows Road, Madras -6. As stated above, the object of their Company Petition No. 60 of 1990 is to obtain sanction of this court for the scheme of amalgamation, where under the assets and liabilities of the transferee -company are to be transferred to Ucal Fuel Systems Limited, the transferee -company. The authorised capital of the transferee -company is Rs. 10,00,000 divided into 1,00,000 equity shares of Rs. 10 each. The amount credited as paid -up capital, as per the last balance -sheet ending March 31, 1990, consists of 30 equity shares of Rs. 10 each of which is fully paid. The authorised capital of the transferee -company is rupees six crores divided into 60,00,000 equity shares of Rs. 10 each. The amount credited as paid -up capital as per last balance -sheet ending March 31, 1990, is Rs. 5,19,00,000 consisting of 51,90,000 equity shares of Rs. 10 each of which is fully paid.

(3.) TO carry on generally the business of merchants, dealers, agents, traders, exporters, importers, assemblers, rebuilders, reconditioners, repairers of engineering goods and mechanical, constructional, electrical, electronic and instrumentation engineers, carriers and hirers of freight and forwarding agents.