KEC INTERNATIONAL LIMITED Vs. KAMANI EMPLOYEES UNION

JUDGEMENT

(1.) HEARD the learned Counsel for all the respective parties at length. This is a petition filed by the Petitioner Company for a sanction of Scheme of Amalgamation of R. P. G. Transmission Limited with K. E. C. International Limited. The 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 7th May, 1945 in the name of Kamani Engineering Corporation Limited. 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 5th June, 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% Redeemable Cumulative preference shares of Rs. 100/- each are also paid-up.

(3.) UNDER these circumstances the Petitioner has approached this Court for amalgamation under Section 391 of the Companies Act, 1956. By this petition they are seeking an amalgamation with effect from 1st April, 1997 being the commencement date. It is the case of the Petitioner that the transferee Company viz. R. P. G. Transmission Limited had already approached the Delhi High Court and had obtained sanction for Amalgamation. It is also set-out in the affidavit of Petitioner dated 17th June, 1999 that the Delhi High Court by its order dated 23rd March, 1999 has already sanctioned the Amalgamation Scheme. It is mentioned in the said affidavit that while Delhi High Court sanctioning the Amalgamation Scheme by its order dated 23rd March, 1999 had deleted the second proviso to sub-clause (a) of Clause 10 of the Scheme and in its place the following proviso has been incorporated in the Scheme of Amalgamation as under : - " Provided further that shares held by the Transferor Company and its subsidiary Company in the Transferee Company and the shares held by the Transferee Company and its subsidiary Company in the Transferor Company shall stand cancelled. "