9911796707
TMI Blog2010 (2) TMI 1217X X X X Extracts X X X X X X X X Extracts X X X X ..... 10-06-1999 under the Companies Act, 1956 for short 'ACT' having its registered office in the State of Karnataka at the address as mentioned in the cause-title. 3. The main objects of the Transferee company is to carry on business of manufactures, processors, purchasers, sellers, etc., of garments amongst, amongst other objects as set our in the memorandum and Articled of Association Annexure-"B". 4. The particulars of the authorised, issued, subscribed and paid-up share capital of the Transferee Company is more particularly set out in paragraphs 4(i). (ii) and (iii) of the petition. The Transferee Company is listed on the stock exchanges in India. The Balance-sheet made upto 30-06-2008 Annexure-"C" of the Transferee Company, duly certifie ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... r Company is to carry on business of appeals, fashion-wears and garments amongst others set out in the memorandum and Articles of Association Annexure-"B",. The authorised issued, subscribed and paid-up share capital of the Transferor Company is more particularly set out in Paragraphs 4(i) and (ii). The balance sheet made upto 31-03-2008 Annexure-"D" duly audited and the unaudited balance-sheet upto 31-12-2008 Annexure-"C" of the Transferor Company disclosed its assets and liabilities. The Board of Directors of the Transferor Company in the meeting held on 25-02-2009 approved and adopted the scheme of amalgamation Annexure-"A" where under the Transferor Company is proposed to be merged with the Transferee Company. The Transferor Company mad ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... s share application money. 9. To the said observations one Nitin Mandhana, the Vice-Chairman and Managing Director of the Transferee Company has filed an affidavit dated 02-11-2009 stating that at the time of drafting the scheme, the date of incorporation was wrongly mentioned as 5-5-2004 instead of 22-11-2002 and that the share application money in the Transferor Company amounting to ₹ 1,43,000/- would be treated as unsecured loan in the Transferee Company post amalgamation and further that the share applicant Mr. Lareb Syed has addressed an letter stating that he is willing to treat the same as an interest-free loan in the Transferee Company. 10. the material on record disclosed the main objects of both the Transferee and Transfer ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... f the scheme of amalgamation. 13. In the light of the affidavit filed by the Vice-Chairman and managing Director of the Transferee company that the observation of the Regional Director would be complied with and in particular the letter of the share applicant stating that share application money could be treated as interest-free loan in the Transferee Company, the observations of the Regional Director are met with. 14. The terms of the scheme of amalgamation indicate that with effect form 31-03-2008, all debts, liabilities, dues and obligations of the Transferor company and any accretions, additions or deletions thereto after the appointed date, shall, without any further act or instrument or deed, stand transferred or deemed to be transf ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ditors;
(2) The date of incorporation of the Transferor company shown as 5-5-2004 is to be read as 22-11-2002 in the scheme of amalgamation in paragraph 1.1(i) of the scheme of amalgamation Annecure-"A".
(3) The Transferor company shall stand dissolved without there being an order of winding up;
(4) Petitioners are directed to serve a copy of this order on the registrar of companies in the State of Karnataka, within 30 days;
(5) Petitioners are directed to serve a copy of this order and affidavit of assets on the inspector General of Stamps in the state of Karnataka to have his say in the matter of stamp duty payable on transfer;
(6) Office is directed to draw up a decree in Form No. 42. X X X X Extracts X X X X X X X X Extracts X X X X
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