SANTHANALAKSHMI INVESTMENTS (P.) LTD. Vs. STATE

JUDGEMENT

(1.) THIS is an application made under Sections 391 to 394 of the Companies Act, 1956, seeking for an order of the Scheme of Amalgamation between M/s. Santhanalakshmi Investments Private Limited, the Transferor Company and M/s. E.I.D. Parry (India) Limited, the Transferee Company and the respective shareholders as found in Annexure 'E' with effect from 1 -5 -2005, as determined in terms of the Scheme so as to bind all the shareholders and creditors of the petitioner -company and on the petitioner -company as well and consequently to order for dissolution of the petitioner -company without winding up.

(2.) NECESSARY legal formalities had been complied with as stipulated under Sections 391 to 394 of the Companies Act, 1956. As regards the holding of the meetings and filing of the applications are stated to have been duly complied with, after framing of the Scheme of Amalgamation.

(3.) ONE other point raised is that the Transferee company does not have any enabling provisions in its Memorandum and Articles of Association to carry on the business of the Transferor Company upon the Scheme becoming effective. It is then pointed out that such a situation may require an amendment of the Object Clause in the Memorandum and Articles of Association of the Transferee Company by complying with the provisions under Section 17 of the Companies Act, 1956.