BLUE STAR LIMITED Vs. BLUE STAR INFOTECH LIMITED

JUDGEMENT

(1.) THE object of this petition is to obtain sanction of this Court to the arrangement embodied in the scheme of arrangement under sections 391 to 394 of the Companies Act, 1956, hereinafter referred to as "the Act". By way of this scheme of arrangement, the business and undertaking of Blue Star Limited, hereinafter referred to as "the B. S. L" with relation to its International Software Division, for short I. S. D, as defined in Clause 1. 4 of the scheme of arrangement, hereinafter referred to as "the Scheme", shall stand transferred to and is vested or deemed to be transferred to and vest in Blue Star Infotech Limited, hereinafter referred to as "b. S. I. L. " without any further act, deed, matter or thing so as to become the property of B. S. I. L. but subject to all charges affecting the same.

(2.) B. S. L. was incorporated on 20th January, 1949 under the Indian Companies Act, 1913 as a Private Limited Company limited by shares in the name of Blue Star Engineering Company (Bombay) Private Limited. On 23rd June, 1969 the name of the petitioner was changed to Blue Star Private Limited. The name of the petitioner company was once again changed to B. S. L. which was duly approved by the Assistant Registrar of Companies, Bombay vide certificate of change of name dated 28th June, 1969. B. S. L. has its registered office at Kasturi Building, Mohan T. Advani Chowk, Jamshedji Tata Road, Mumbai-400 020. B. S. L. is, inter alia, engaged in the business of manufacture, sale, marketing and distribution of "air conditioners and refrigerators". The objects for which B. S. L. was incorporated are set out in its Memorandum of Association. The relevant objects are Clauses 39, 40 and 41 which are as under:

(3.) THE Authorised, Issued and Subscribed and paid up capital of B. S. L. as on 31st March, 1998 are as under: