2005 (9) TMI 321

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..... kshmi Investments Private Limited, the Transferor Company and M/s. E.I.D. Parry (India) Limited, the Transferee Company and the respective shareholders as found in Annexure E with effect from 1-5-2005, as determined in terms of the Scheme so as to bind all the shareholders and creditors of the petitioner-company and on the petitioner-company as well and consequently to order for dissolution of t .....

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..... e company does not have any enabling provisions in its Memorandum and Articles of Association to carry on the business of the Transferor Company upon the Scheme becoming effective. It is then pointed out that such a situation may require an amendment of the Object Clause in the Memorandum and Articles of Association of the Transferee Company by complying with the provisions under section 17 of the .....

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..... pany is a wholly owned subsidiary of the Transferee Company, a single application at the instance of the Transferor Company would be sufficient and that thereafter, Company Application No. 960 of 2005 was entertained and the same came to be ordered on 21-7-2005. 7. That apart, reliance was also placed upon a learned Single Judge s decision of the Bombay High Court in Mahaamba Investments Ltd. .....

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..... iation of the Transferee Company that there is a specific provision in Clause III(B)(10) providing for investment of any monies of the Company in such investments as may be thought proper and to hold, sell or otherwise deal with such investment. 10. Further, a perusal of the Annual Report of the Transferee Company for the year 2004-05 and Schedule VI of the said report discloses that there was .....

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..... . Parry (India) Limited, the Transferee Company and their respective shareholders as per Annexure E hereto, is ordered with effect from 1-5-2005, which shall be binding on all the shareholders and creditors of the petitioner-company, the Transferor Company and the Transferee Company as well. 13. There will be a direction for payment of a sum of Rs. 5,000 (Rupees five thousand only) to the le .....

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