9911796707
TMI Blog2007 (1) TMI 260X X X X Extracts X X X X X X X X Extracts X X X X ..... n 27-2-1973. Thereafter the status of the petitioner transferee company was converted into a Public Limited Company under the provisions of section 43A of the Act (Deemed Public Company) with effect from 1-7-1989. Further the name of the petitioner Transferee Company was changed to Om Metals Ltd. on 31-1-2005 which again came to be changed to the present name "Om Infraprojects Ltd." on 29-3-2006. The petitioner Transferee company is a public limited company listed at the Bombay Stock Exchange. The company is mainly engaged in the business of providing turn key solutions for hydro mechanical equipment and steel fabrication, real estate projects and manufacture of industrial and Medical gases. 3. The position of authorized issued, subscri ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ed office situated at Om Tower Church Road. M.I. Road, Jaipur. 9. The position authorized issued, subscribed and paid up capital of the petitioner company No. 2 as on 31-3-2005 is detailed out in para No. 12 of the petition. 10. The main objects of the petitioner company No. 2 as set out in the object clause of its Memorandum of Association, have been detailed out in para No. 14 of the petition. The copy of the latest audited annual accounts of the applicant company No. 2 for the year ended on 31-3-2005 has been submitted as Annexure F to the application. 11. Om Structural (India) Pvt. Ltd. (hereinafter shall be referred as the petitioner Company No. 3) is a company duly incorporated under the Companies Act, 1956 as Om Structura ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 5 has been submitted as Annexure K to the petition. 17. S.A.H. Buildcon Pvt. Ltd. (hereinafter shall be referred as the petitioner Company No. 5) is a company duly incorporated under the Companies Act, 1956 as S.A.H. Buildcon Pvt. Ltd. on 17-12-1996 vide certificate of incorporation No. 17-012990 of 1996-97. The company was incorporated with its registered office in State of Rajasthan. 18. The position authorized issued, subscribed and paid up capital of the petitioner company No. 5 as on 31-3-2005 is detailed out in para No. 24 of the petition. 19. The main objects of the petitioner company No. 5 as set out in the object clause of its Memorandum of Association, have been detailed out in para No. 26 of the petition. The copy o ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... business on job work basis only from and for the petitioner Transferee company. The petitioner Transferor Company-5 and petitioner Transferor Company-6 have some pieces of land, which have been given on lease of 11 years to the petitioner transferee company. The petitioner transferee company has constructed building over the said land for the purposes of carrying on its business of running and maintenance of Hotel. 24. It is stated that independent operation of all such companies leads to significant overlaps in the business plans and overheads and, hence the petitioner Transferee company will achieve operational efficiencies upon amalgamation. The petitioner transferee company filed applications along with the copy of scheme of amalg ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... e of amalgamation. 27. This Court on 6-10-2006 issued notice of this petition to the Regional Director through Official Liquidator and the same was also directed to be published in the News papers. The said notices were published in the Daily News papers of Dainik Bhaskar , Times of India on 27-10-2006 and the news papers have been filed by the petitioner Company before this court also. After receipt of notice the Regional Director filed affidavit through official liquidator on 18-1-2007. In the affidavit it was pointed out that as per clause 6.13( a ) of the Scheme of Amalgamation all the employees of the Transferor Companies shall become the employees of the Transferee Company without any break or interruption in their services. In ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... te Government. In such a situation clause 6.12 may not be allowed to be incorporated in the Scheme. 30. Para 6.12 of the Scheme provides as under : "Upon the coming into effect of this Scheme, with effect from Appointed Date, the Authorised Share Capital of the Transferee Company shall stand enhanced by an amount of Rs. 2,16,00,000 (Two Crore and Sixteen Lakhs only) (being aggregate amount of Authorised Share Capital of the Transferor Companies) and the Clause V of the Memorandum of Association shall without any further act, instrument or deed, resolution, be stand altered modified and amended pursuant to sections 16 and 94 and other applicable provisions of the Act, in the manner set out below and be replaced." 31. In Hotline Ho ..... X X X X Extracts X X X X X X X X Extracts X X X X
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