(1.) THIS petition, under sections 391 to 394 of the Companies Act, 1956 (for short the Act) has been filed to sanction the scheme of amalgamation between Himachal Fine Blank Limited and M/s KDDL Limited as per scheme of amalgamation.
(2.) It has been stated that M/s Himachal Fine Blank Ltd. for short (transferor company) was incorporated as Kamla Appliques Limited on 8.12.1994 with its registered office located in the Union Territory of Chandigarh. The name of transferor company was changed to M/s Himachal Fine Blank Limited and fresh certificate of incorporation was obtained on 27.6.1996. The transferor company also changed its registered office on 22.6.2009. The transferor company is engaged in the business of manufacturing, producing, buying, selling, importing, exporting, exchanging and otherwise dealing in all kinds of appliques, pins, watch dials, watch parts etc.
(3.) THE other main objects of the transferor company are to manufacture, produce, buy, sell, import, export, exchange and or otherwise deal in all kinds of brass, nickel, silver, gold, brass wire, gold salt, rhodium salt, palladium salts, nickel salts, diamond tools and other material required for use in appliques, watch dials and other watch or clock parts. To carry on the business of buying, selling, indenting, exchange, converting, assembling, fabrication, altering, importing, exporting, proceeding or otherwise handling or dealing in appliques, pins, clocks, wrist watches, watch components, watch cases, watch dials, straps, measuring instruments, precision instruments, time measuring devices, electronic instruments of all types and descriptions and all components, parts and accessories, materials required directly or indirectly for the manufacturing of the same. To deal in import replenishment, entitlements, earned against under the import Trade Policy, Export Import Policy or any other guidelines of the government. In addition to main objects, the objects ancillary/incidental to the attainment of main objects has also been enumerated in the memorandum and articles of association of the transferor company.