GOVIND RUBBER LTD Vs. PAVAN TYRES LTD

JUDGEMENT

(1.) COMPANY Petition No. 537 of 1991 has been filed by Govind Rubber Ltd. Bombay (hereinafter referred to as "the transferor company"), and Company Petition No. 538 of 1991, has been filed by Pavan Tyres Ltd. , Bombay (hereinafter referred to as "the transferee company"), under sections 391 and 394 of the Companies Act, 1956, for sanction being accorded to the scheme of amalgamation of the said two companies.

(2.) THE transferor company was incorporated under the Companies Act, 1956 (hereinafter referred to as "the said Act"), on February 6, 1981, at Bombay under the name of Govind Rubber pvt. Ltd. with the liability of members limited by shares. Thereafter, the transferor company's name was changed to its present name on April 2, 1986. It present authorised capital is Rs. 2 crores divided into 20 lakhs equity shares of Rs. 10 each. Its present issued, subscribed and paid-up capital is Rs. 1. 50 crores divided into 15 lakh equity shares of Rs. 10 each fully paid up. The objects of the transferor-company are to manufacture and deal in rubber, tyres and materials which are being used or capable of being used in tyres, tubes and rubber industries and also to manufacture, produce, process, press, vulcanise, repair, retread, re-sole, mould, extrude, regenerate, combine, mix, export and import and deal in all types of tyres, semi-types, inner rubber, flaps, medical and dipper rubber products, rubber tiles, toys rubberised cloth, rubber belts, O seals, V belts mounded and extruded products of commercial, household and industrial uses.

(3.) THE transferee company was incorporated under the provisions of the said Act on May 23, 1985, at Bombay in the name of Vishal Tyres Ltd. with the liability of the members limited by shares. Thereafter, the name of the transferee company was changed to its present name of July, 7, 1988. Its present authorised capital is Rs. 2 crores divided into 20 lakh equity shares of Rs. 10 each. The present issued subscribed and paid-up capital is Rs. 99,50,000 divided into 9,95,000 equity shares of Rs. 10 each fully paid up. The objects for which the transferee-company was formed are to carry on in India or elsewhere the trades or business of buying, selling, importing, exporting and dealing in tyres and tyres, cycles, motor rickshaw, autocar, truck and other automobiles, cycles and cycle parts, rubber products, rubber tiles, rubberised cloth, rubber belts, o seals, V belts, natural rubber, synthetic rubber, reclaim rubber, rubber compound tyre, cords and to manufacture, produce, process, press vulcanise, repair, re-tread, re-sold, mould extrude, regenerate, combine, mix export and import and deal in all types of tyres, semi tyres inner tubes, flaps, medical and dipper rubber products, rubber tiles, toys, rubberised cloth, rubber belts, O seals, V belts, mounded and extruded products of commercial household and industrial uses.