GOODLASS NEROLAS PAINTS LTD Vs. STATE OF MAHARASHTRA

JUDGEMENT

(1.) THE petitioner herein Goodlass Nerolac Paints Limited, has two wholly owned subsidiary companies viz. Saurashtra Paints Limited (hereinafter referred to as 'first transferor company') and G. N. P. (Madras) Limited (hereinafter referred to as 'second transferee company') A scheme of arrangement (for short 'the scheme') was proposed by the first transferor company as well as second transferor company proposing their amalgamation and their merger into the petitioner company. Under the scheme of amalgamation, all the assets and liabilities of the first transferor company as well as second transferor company are to vest in the petitioner company. The whole of the share capital of the first transferor company as well as second transferor company is held by the petitioner company which is the transferee company and no shares are to be issued to the shareholders of the first and second transferor companies whose shares are to stand cancelled on amalgamation. Thus, the scheme does not involve any increase of the share capital of the petitioner company.

(2.) THE first transferor company has it's registered office at Ahmedabad within the jurisdiction of High Court of Gujarat. By an order dated 4th March, 2003, passed in Company Petition No. 221 of 2002, the High Court of Gujarat at Ahmedabad has sanctioned the scheme of amalgamation of the first transferor company with the petitioner.

(3.) THE second transferor company has it's registered office at Perungudi, state of Tamil Nadu. By an order dated 7th March, 2003, passed in Company petition No. 14 of 2003 the High Court of Judicature at Madras has also sanctioned the scheme of amalgamation of the second transferor company with the petitioner company subject to the sanction to be obtained by transferee company from the High Court of Judicature at Bombay.