VINAY METAL PRINTERS P LTD Vs. STATE

JUDGEMENT

(1.) These two Company Petitions Nos. 16 and 17 of 1994 have been filed by Vinay Metal Printers Private Limited and Anand Crown and Seal Private Limited. Vinay Metal Printers Private Limited shall hereinafter be called "the transferee-company", while Anand Crown and Seal Private Limited is hereinafter be called "the transferor-company". The transfer was under section 394 of the Companies Act (1 of 1956) (for short "the Act"). Both the companies have filed the petitions with a prayer that the scheme of amalgamation of the two companies, namely, the transferee-company and the transferor-company be sanctioned. Petition No. 16 is filed by the transferee-company while Petition No. 17 is preferred by the transferor-company. Both petitions raise common question and are hence disposed of by this common order.

(2.) The transferee-company in this case was incorporated some time in September, 1987. It was a private company. The registered office of the said company is situated at Hyderabad. The authorised capital of the company is Rs. 5,00,000 (rupees five lakhs only) divided into 50,000 equity shares of Rs. 10 each. The issued, subscribed and paid-up capital is Rs. 2,25,300 (rupees two lakhs twenty-five thousand three hundred only) which is divided into 22,530 equity shares of Rs. 10 each. The principal objects of the company as per the memorandum of association annexed thereof inter alia contain the following : 1. To carry on business of printers, lithographers, engravers, art printers, etc., on tinplates, sheet iron, aluminium metal, zinc plates or all or any metal sheets. 2. To carry on all or any of the business as manufacturers, exporters, importers, buyers, sellers and dealers in boxes, cartons, packings, packages, etc., of all kinds made from paper and boards including card boards or plastic material, etc. 3. To carry on all or any of the business of merchants and manufacturers of and or dealers in tin and black plates, metal sheets, crown corks made of tin plates or other materials.

(3.) As far as the transferor-company is concerned, the same was registered some time in January, 1993. Formerly, it was a partnership-firm under the name "Anand Industries". This was subsequently altered with effect from 1/01/1993, its present name. The registered office of the company is situated at D. No. 4-1-968, 1st Floor, Abid Road, Hyderabad-500 001. The authorised capital of this company is Rs. 25,00,000 (rupees twenty-five lakhs only) divided into 2,50,000 equity shares of value of Rs. 10 each. The issued, subscribed and paid-up capital is Rs. 10,00,350 (rupees ten lakhs three hundred and fifty only) divided into 1,00,035 equity shares of value of Rs. 10 each. The principal objects of this company from the memorandum of association are : 1. To purchase, buy, sell, manufacture, prepare, build in all kinds and varieties of crown caps, all kinds of p. p. caps, bottle caps, seals and closures, cans, boxes, containers, metal components. 2. To purchase, buy, sell, prepare, trade in, all kinds of plastic containers, bottles, packing material bags, paper lamination, etc. 3. To form, fill and seal all kinds of material including food and beverages, and 4. To print all or any of the packing material.