KEC INTERNATIONAL LTD Vs. KAMANI EMPLOYEES UNION

JUDGEMENT

(1.) HEARD learned counsel for all the respective parties at length. This is a petition filed by the petitioner-company for sanction of a scheme of amalgamation of R. P. G. Transmission Limited with K. E. C. International Ltd. R. P. G. Transmission Ltd. is the transferee-company and K. E. C. International Ltd. is the transferor-company. This petition seeks a relief of amalgamation of R. P. G. Transmission Ltd. transferee-company with the petitioner-company viz. , K. E. C. International Ltd. as per the scheme of amalgamation, which is annexed as Exhibit E to the petition.

(2.) THE petitioner-company was originally incorporated on May 7, 1945, in the name of Kamani Engineering Corporation Ltd. Thereafter the name was changed to the present name and a fresh certificate of incorporation consequent on change of name was issued by the Registrar of Companies on June 5, 1984. The transferor-company viz. , the petitioner-company has subscribed 3,23,85,854 equity shares of Rs. 10 each. Out of the authorised 7,50,00,000 equity shares of Rs. 10 each, the aforesaid 3,23,85,854 equity shares of Rs. 10 each have been fully paid-up. Apart from the aforesaid fully paid-up equity shares there are also 35,00,000 equity shares of Rs. 10 each partly paid-up to the extent of Rs. 2. 50 per share. Over and above the same, 2,00,000 shares of 16 per cent, redeemable cumulative preference shares of Rs. 100 each are also paid-up.

(3.) THE petition discloses that as per the last audited balance-sheet of the petitioner-company for the year which ended on March 31, 1997, the petitioner- company had reserves and surplus of Rs. 25,442. 08 lakhs. It is also mentioned that they have investment of Rs. 12,048. 82 lakhs, current assets, loans and advances of Rs. 66,467. 23 lakhs. Against these assets the petitioner-company had liabilities of secured loans of Rs. 22,632. 80 lakhs, unsecured loans of Rs. 9,604. 71 lakhs and current liabilities and provisions of Rs. 31,522. 79 lakhs and net current assets of Rs. 34,944. 44 lakhs. The petition also discloses the details of paid-up capital etc. of the transferee-company. In para. 11 of the petition all the details with regard to the reserve and surplus, investments, current assets, loans and advances, current liabilities and provisions are set out.