JANSONS TEXTILE PROCESSORS Vs. JANSONS INDUSTRIES LTD.

JUDGEMENT

(1.) These company petitions are filed under Sections 391 and 394 of the Companies Act 1956, by the transferor company, Jansons Textile Processors (P) Ltd. (hereinafter called as the transferor company) and transferee company, Jansons Industnes Ltd. (hereinafter called as the transferee company) for sanction of the scheme of amalgamation, annexed with it, so as to be binding on the respective petitioner companies, and on all the members and creditors of the petitioner companies.

(2.) The details regarding the authorised cnpital, paid up capital of both the transferor company and the transferee company and the objects of the companies are fully set out in the petitions respectively. The memorandum of association of thetransferor company is perused in the context of its objects. The approved bal-ance sheets of the transferor-company and transferee company, as on 31.3.2004, are on - . The objects of the transferee company is seen from the memoran-dum of association of that company filed in this case. The incorporation details and the share capital details of the transferor company and the transferee com-pany are also disclosed in the petitions.

(3.) It is not necessary to set out the salient features of the scheme of amalgamation and the advantages on merger, which are set out elaborately in both the petitions. The financial position of the companies is also set out in the petitions and the cancellation of the shares of the transferor company consequent to the amal-gamation is also provided for. The scheme of amalgamation was approved by the respective board of directors of both the transferor and transferee companies in the respective board meetings. The scheme of amalgamation, inter alia, provides the appointed date as 1 April 2005; and also defines the term 'appointed date', besides the expression 'undertakings'. The scheme of amalgamation provides that with effect from the appointed date, the transferor company shall, without any further act or deed, be transferred and vest in the transferee company. With effect from the appointed date, all the liabilities and debts of the transferor company will be transferred to the transferee company and it will become the liabilities, duties and obligations of the transferee company.