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TMI Blog1995 (2) TMI 303X X X X Extracts X X X X X X X X Extracts X X X X ..... Arrangement proposed to be made between Global Sugar Limited and its members for amalgama- tion of Global Sugar Limited with the Petitioner Company and annexed to the affidavit of Kailash Prasad Gupta affirmed and filed on the 9th November, 1994, the newspapers, "Ajir Asom", dated the 16th November, 1994 and "The Assam Tribune", dated the 17th November, 1994 contain- ing the advertisement of the said notice for convening of the meeting as directed to be held by the said order dated 9th November, 1994, the affidavit of Mr. Ziaul Kamar affirmed and filed on the 7th day of December, 1994 showing the publication and despatch of the notices for convening of the said meeting, the report of Mr. Arup Kumar Sharma, the Chairman of the said meeting, ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... TRANSFEROR COMPANY" shall mean M/S. GLOBAL SUGAR LIMITED (hereinafter referred to as "GSL"), a company incorporated under the Companies Act, 1956 and having its registered office at B-16, Sector B, Aliganj, Lucknow, in the State of Uttar Pradesh ; (ii) "THE TRANSFEREE COMPANY" shall mean M/S. KITPLY INDUSTRIES LIMITED (hereinafter referred to as "KPIL"), a company incorporated under the Companies Act, 1956 and having its registered office at Rungagora Road, Tinsukia, in the State of Assam; (iii) "THE ACT" shall mean the Companies Act, 1956; (iv) "THE TRANSFER DATE" shall mean the commencement of business on the 1st October, 1994; (v) "THE GSL SHAREHOLDERS" shall mean the persons who are registered as the holders of the issued equity an ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... lities of the Transferor Company as on the Transfer Date. ( b) Without prejudice to the generality of sub-clause (a) hereof the undertaking of the Transferor Company shall include all rights, privi- leges, powers and authorities and all properties movable or immovable, real, corporeal or incorporeal, in possession or reversion, present or contingent of whatsoever nature and wheresoever situate including in particular all licences, quota, entitlements, allotments, liberties, patents, trademarks, quotas, telephones, telex, furniture and fixtures held by the Transferor Company or to which the Transferor Company is entitled to and all debts, liabilities and duties of the Transferor Company and all other obligations of whatsoever kind including ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... bject to the other provisions contained in this Scheme, all contracts, deeds, bonds, agreements or other instruments of whatsoever nature to which the Transferor Company is a party and as be subsisting or having effect immediately before the Effective Date of amalgamation, the same shall be in full force and effect against or in favour of the Transferee Company and may be enforced as fully and as effectively as if instead of the Transferor Company the Transferee Company has been a party thereto. 7. Upon the transfer of the undertaking of the Transferor Company pursuant to clause 1 hereof and the amalgamation becoming effective in terms of this scheme, the consideration in respect of such transfer shall, subject to the provisions of this sc ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... (e)The excess value of the net assets of the Transferor Company as on the date immediately preceding the Transfer Date, i.e., 30-9-1994 over the paid up value of the shares issued and allotted pursuant to the terms of clause 7(a) hereof shall be accounted for in the Books of the Transferee Company as at the Transfer Date in the manner that the Reserves of the Transferor Company as on 30-9-1994 shall constitute reserves of a corresponding nature in the Transferee Company and the balance transferred to the general reserve in the Transferee Company. In case of deficit in the value of the net assets over the shares issued and allotted in the manner aforesaid then such deficit shall be transferred to the goodwill of the Transferee Company. 8. ( ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... hem respectively may consent on behalf of all concerned to any modification of or addition to this Scheme or agree to any condition which the Hon'ble High Court of Uttar Pradesh at Allahabad or the Hon'ble Guwahati High Court may think fit to impose and may do all acts, deeds, matters and things necessary or usual for effecting this Scheme. 12. The Scheme is conditional upon the following approvals and the amalgamation shall be deemed to be effective on the date on which the last of such approvals shall have been obtained :-- (a)The approval, if any, required to the issue and allotment of Equity shares in the Transferee Company to the GSL Shareholders in accordance with and subject to the provisions of this Scheme, by a special Resolution ..... X X X X Extracts X X X X X X X X Extracts X X X X
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