ASIAN COFFEE LIMITED Vs. STATE

JUDGEMENT

(1.) This is a petition under Section 394 of the Indian Companies Act, 1956 for approving the scheme of amalgamation of the petitioner company M/s. Asian Coffee Limited (for short, 'ACL') with M/s. Consolidated Coffee Limited (for short, 'CCL')

(2.) The petitioner company-ACL was incorporated on 4-11-1985 as a Public Limited Company. Its registered office is situated in Secunderabad in the State of Andhra Pradesh. The authorised share capital of the petitioner-company-ACL is Rs. 12,00,00,000/- divided into 1,20,00,000 equity shares of Rs.10/- each. The issued, subscribed and paid up share capital of the petitioner company-ACL is Rs.l 1,67,57,950/- divided into 1,16,75,795 equity shares of Rs.10/- each. The main objects of the petitioner .company-ACL are to carry on the business of manufacture of Coffee, Tea, Chicory, Cocoa, Milk Powder, Condensed Milk, Cheese, Plain and flavoured, Yogada, Shrikhond and the like as also to carry on the business in the processing, manipulating, preparing, preserving, canning, refining, bottling, baying, rendering marketable and dealing in their prepared, manufactured or raw state and whether in wholesale and/or in retail. The object of the petitioner-company-ACL is also to carry on the business in Coffee either as Principals or Agents all or any of the trades or business of dealers, merchants, general merchants, buyers etc. The petitioner company-ACL is also engaged in the business of production and sale of instant coffee.

(3.) The transferee company 'The Consolidated Coffee Estates (1943) Limited was incorporated on 19-11-1943 under the provisions of the Indian Companies Act, 1956 and with effect from 12-6-1967 its name was changed to Consolidated Coffee Limited (for short, 'CCL') and is an existing public company within the meaning of the Indian Companies Act, 1956. Its registered office is situated in Kodagu in the State of Karnataka. The authorised share capital of the transferee company-CCL is Rs.9,80,00,000/- divided into 98,00,000 equity shares of Rs.10/- each. The issued, subscribed and paid up capital of the transferee company-CCL is Rs.9,50,69,580/- divided into 95,06,958 equity shares of Rs. 10/- each fully paid up. The main objects of the transferee company-CCL are to carry on the business of planters, growers, producers, curers, manufacturers, merchants and exporters of coffee, tea, rubber, pepper and oranges and other produce and derivaties of the soil, estate, land and house owners and dealers, and to cultivate any estates lands and properties and to grow thereon coffee, tea, rubber, cocoa, peppers, oil palm, oranges, cardamoms, cinchona, cereals, timber, garden and any other produce and to prepare, process, manufacture and render marketable the produce and products of any estates, lands or properties. Its objects are also to sell, prepare, purchase, import, export and otherwise deal in coffee, tea, rubber, cocoa, palm oil, pepper, oranges, cardamoms, cinchona, cereals, timber garden and other produce and to carry on the business of general planters, growners, curers, manufacturers, etc. Its objects are also to manufacture, purchase and otherwise deal either as principles or agents in all estate requirement such as fertilisers, chemicals, pesticides, tools, implements, gunnies, twines etc. The transferee company-CCL is also engaged in the business of coffee plantation, coffee curing and production and/or marketing of filter coffee and instant coffee and cultivating and/or growing tea, paddy, pepper, cardamom, oranges and other minor produce and sale of timber and timber products.