SAIBABA CASTINGS P LTD Vs. STATE

JUDGEMENT

(1.) These petitions have been filed by Shri Saibaba Castings Pvt. Ltd., hereinafter referred to as "the transferor company", and Kamanwala Industries Ltd., hereinafter referred to as "the transferee company", for sanction of the court in respect of the scheme of arrangement and amalgamation annexed as exhibit "C" to both the petitions with or without modifications as the honourable court deems fit.

(2.) By the proposed scheme, the transferor company is sought to be amalgamated with the transferee company on the footing that the transferee company shall allot to the members of the transferor company one equity share of the transferee company of Rs. 10 each (fully paid-up) for 10 shares of Rs. 10 each (fully paid-up) held by the member concerned of the transferee company is sought to be increased as set out in the said scheme. The transferee company has agreed to discharge all the liabilities of the transferor company and has agreed to take over all the employees of the transferor company willing to join the transferee company.

(3.) All the members of the transferor company have given their consent in writing in respect of the scheme of arrangement and amalgamation exhibit "C", to both the petitions. Notices have been published in the various newspapers inviting those who are interested in supporting or opposing to remain present before the court.