(1.) THE present company petition has been filed by the EMCO Ltd. ("emco or Transferee Company") having its registered office at N-104, MIDC Area Jalgaon, under the provisions of Sections 391 to 394 of the Companies Act, 1956 (Companies Act), thereby seek sanction of this Court, to the arrangement between Verticalbiz. com (India) Ltd. "transferor company or Verticalbiz"), whereby the undertaking of the transferor company should be merged in to the petitioner company and the Transferor Company would stands dissolved without winding up.
(2.) COMPANY Petition No. 1035/2003 has also been filed by the transferor Company (Verticalbiz) and therefore, the facts and reasoning of this petition, are also interlinked and connected with the said petition for all the purposes and accordingly, be treated, as part and parcel of this petition also.
(3.) THE petitioners company's authorized, issued, subscribed and paid up share capital is referred in para 4, which is reproduced as under; Authorized 100,000,000 equity shares of Rs. 10 each fully paid up, Rs. 10,000 lakhs. Cumulative Redeemable preference shares 5,00,000 shares of Rs. 100 each. Rs. 5,000 lakhs. Issued, subscribed and paid up 51,77,372 Equity Shares* of Rs. 10 each fully paid up, Rs. 517. 74 in lakhs. 9,000,000 Equity Shares of Rs. 10 each, 4 paid up, Rs. 36 lakhs. Total Rs. 553. 74 lakhs. The petitioner company holds 100 per cent equity shares of the transferor company. The Transferor company is wholly owned subsidiary of the petitioner company and all the shares of the Transferor company are presently held by the petitioner company, in its own name or in the name of its nominees. The assets of the petitioner company, as described in para 20 are similarly, the Assets of the petitioner Company are in the sum of Rs. 2,012,417,658, as against liabilities of Rs. 1,204,143,847. Assets are far more than the liabilities, as on 31-3-2003. Secured loans Rs. 837,889,147, Fixed Assets (Net) Rs. 590,473,828, Unsecured loans-Nil, Capital work in progress investments Rs. 15,358,401. Current liabilities and provisions Rs. 369,689,590, Current Assets, Loans and Advances, Rs. 1,406,585,429, liabilities Rs. 366,557,514,. Inventories, Rs. 424,581,826. Provisions Rs. 3,132,076. Sundry Debtors Rs. 767,059,624, Cash and Bank balances Rs. 30,864,866. Other current Assets 337,043, Loans and Advances Rs. 183,742,070.