SESHASAYEE PROPERTIES LTD. Vs. NAGDA, M.P.

JUDGEMENT

(1.) This order shall govern the disposal of Company Petition Nos. I of 1994, 2 of 1994, 3 of 1994 and 4 of 1994 filed under section 394 of the Companies Act for amalgamation of the companies.

(2.) COMPANY PETITION No. I of 1994 is connected with petition No. 11 of 1993 filed under section 391(2) of the Companies Act in the matter of Seshasayee Properties Ltd., a company incorporated under the provisions of the Companies Act (hereinafter referred to as the Act) and having its registered office at Birlagram, Nagda, which is within the jurisdiction of the Court, filed for confirmation of the scheme of amalgamation of Dakshinanchal Commercial Ltd., Veraval Properties Ltd. and Manglik Proper- ties Ltd. with Seshasayee Properties Ltd. Dakshinanchal was incorporated on 9 July, 1986, under the Companies Act. The main object of the company was to acquire by purchase, lease, exchange, rent, hire or otherwise, for investment of or resale and to traffic inland, tenements and premises of any nature and any interest therein and to create, sell and deal in freehold and leasehold property and any estates, showroom, warehouses, workshops, offices, buildings, premises, easements and other rights or interests in any immovable property, whether subject or not to any charge or incum-brances. To grant easements, let on leave and licence basis or other rights in, over or under the said lands and other immovable properties and provide such facilities for the occupiers as are commonly provided in residential flats or business offices and by advancing money and entering into contracts, agreements and arrangements with builders, tenants and others. The registered office of Dakshinanchal is situate at Renukoot, district Sonebhadra, U.P. The authorised share capital of Dakshinanchal is Rs. 5,00,00.000 divided into 49,90,000 equity shares of Rs. 10 each and 1,000-15% redeemable cumulative preference shares of Rs. 100 each. Presently, the issued, sub- scribed and paid-up share capital of Dakshinanchal comprises of 33,50,000 equity shares of Rs. 10 each aggregating to Rs. 3,35,00,000.

(3.) VERAVAL was incorporated on 6 June, 1986, under the Companies Act. The main objects of the said company are the same as that of Dakshinanchal as stated above and the other matters connected therewith. The office of VERAVAL is situate at Junagadh Veraval Road, Veraval, Gujarat. The authorised share capital of VERAVAL is Rs. 2,00,00,000 divided into 19,99,000 equity shares of Rs. 10 each and 100 redeemable preference shares of Rs. 100 each. Presently, the issued subscribed and paid-up share capital of VERAVAL comprises of Rs. 14,50,000 equity shares of Rs. 10 each aggregating to Rs. 1,45,00,000.