TMI Blog1994 (5) TMI 199X X X X Extracts X X X X X X X X Extracts X X X X ..... o create, sell and deal in freehold and leasehold property and any estates, showroom, warehouses, work shops, offices, buildings, premises, basements and other rights or inter ests in any immovable property, whether subject or not to any charge or encumbrances. To grant easements, let on leave and licence basis or other rights in, over or under the said lands and other immovable properties and provide such facilities for the occupiers as are commonly provided in residential flats or business offices and by advancing money and entering into contracts, agreements and arrangements with build ers, tenants and others. The registered office of Dakshinanchal is situate at Renukoot, District Sonebhadra, U.P. The authorised share capital of Dakshinanchal is Rs. 5,00,00,000 divided into 49,90,000 equity shares of Rs. 10 each and 1,000 - 15 per cent redeemable cumulative preference shares of Rs. 100 each. Presently, the issued, subscribed and paid-up share capital of Dakshinanchal comprises 33,50,000 equity shares of Rs. 10 each aggregating to Rs. 3,35,00,000. 3. Veraval was incorporated on 6-6-1986 under the Act. The main objects of the said company are the same as that of Dakshinanchal ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... hpeeth is at Renukoot, District Sonebhadra, Uttar Pradesh. The authorised share capital of Siddhpeeth is Rs. 5,00,00,000 divided into 49,90,000 equity shares of Rs. 10 each and 1,000 -15 per cent redeemable cumulative preference shares of Rs. 100 each. Presently, the issued subscribed and paid-up share capital of Siddhpeeth comprises 32,75,000 equity shares of Rs. 10 each aggregating to Rs. 3,27,50,000. 6 . Indrayon, the other transferor-company was incorporated on 6-6-1986, under the Act. The main objects of Indrayon are also the same as that of the transferee-company. The registered office of Indrayon is situated at Junagarh-Veraval Road, Veraval, Gujarat. The authorised share capital of Indrayon is Rs. 2,00,00,000 divided into 19,99,000 equity shares of Rs. 10 each and 100 redeemable preference shares of Rs. 100 each. Presently, the issued subscribed and paid-up share capital of Indrayon comprises 13,75,000 equity shares of Rs. 10 each aggregating to Rs. 1,37,50,000. 7. The other transferor-company, ESM, was incorporated on 21-2-1985, under the Act, the main objects of ESM and in which ESM is presently engaged are practically identical to the main objects of the transf ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ssociation, company and invest and deal in shares, stock, bonds, debentures, obligation or securities of any Government, local authority or other interest in any other company in accordance with the directives of the Reserve Bank of India and to carry on business of financiers, mortgage broker, financial agent, financial advisor, registrar and transfer agent, hire purchase, lease deeds, etc., etc. The office of Dakshinanchal is situate at Century Bhawan, Dr. Annie Besant Road, Bombay. The authorised share capital of Dakshinanchal is 12,00,000 divided into 1,00,10,000 equity shares of Rs. lOeach, 1,89,000-11 percent redeemable non-cumulative preference shares of Rs. 100 each and 10,000 -9 per cent redeemable non-cumulative preference shares of Rs. 100 each. Presently, the issued, subscribed and paid-up share capital of the company is Rs. 3,35,00,000 divided into 33,50,000 equity shares of Rs. 10 each. The second company, Veraval, was incorporated under the Act. The main objects of Veraval are also practically the same as that of Dakshinanchal. The registered office of Veraval is situate at Junagarh - Veraval Road, Veraval, Guj arat. The authorised share capital of Veraval is R ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... rants, coupons, import entitlement and other negotiable or transferable securities or documents and lend money with or without securities and upon such terms and conditions as may be deemed expedient for whatsoever purpose to any person and to guarantee for payment of money or for the performance of any obligation and to carry on business of money lending, financing industrial enterprises, corporations, and other persons and to invest in lands, buildings, factories, houses, flats, commercial, agriculture and mining properties. The authorised share capital of the transferee-company is Rs. 25,00,00,000 divided into 2,49,00,000 equity shares of Rs. 10 each and 1,00,000 - 9 per cent non-cumulative redeemable preference shares of Rs. 10 each. Presently, the issued, subscribed and paid-up share capital of the transferee-company comprises 38,00,000 equity shares of Rs. 10 each aggregating to Rs. 3,80,00,000. 12. The company Marigold was incorporated on 8-1-1987 under the Act. The main objects of Marigold company are practically identical to the objects of the transferee-company. The registered office of the company is at Bombay. The authorised share capital of Marigold is Rs. 12,00,00 ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... were ordered to be issued. Shri B.L. Pavecha, Advocate, Indore, was appointed Chairman for conducting the meeting of the shareholders and Shri Mahajan has been appointed as alternate Chairman. The meeting was scheduled to be held at Nagda on a day and date to be fixed by the Chairman. Whereupon the appointed Chairman convened a meeting on 29-1-1994. The minutes of the meeting were drawn by the Chairman. The attendance sheets and ballot papers were also kept and on 31 -1 -1994 report of the result has been filed by the Chairman before this Court. Thereafter, 2-2-1994 these Petition Nos. 1 to 4 were filed before this Court. 16. As per the report of the Chairman supported by his affidavit, it appears that the meeting of all the four companies were summoned by the Chairman by serving notices on the respective company. The said meeting was attended by all the members of the company present in person or though their authorised representatives and representing the equity shares. The amalgamation scheme in all the companies filed by the applicant-company was taken to be received, read and understood by the members attending the meeting and the question submitted to the meeting was ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ty of execution of instrument of conveyance or other documents for effectively vesting of the property and rights of the transferor-companies in the transferee-company, nor does the approval of the scheme give any right to the properties which in law are not assignable or transferable to the transferee-company. If the transfer has to be effected, it has to be effected in accordance with the law of the Transfer of Property Act, 1882 and in those cases where the property is on a lease with restriction on the transfer or sub-letting of such property, the sanction of the relevant authority is sought before the transfer. ( 2 ). If, as a result of the transfer of any assets or shares of the transferor- company to the transferee-company, a liability to the capital gains tax may arise against any company or its shareholders, this order shall not absolve such company or the shareholders from payment of taxes which may be leviable under the existing tax laws and as such, the taxing authorities shall be free to proceed in the matter of tax, irrespective of the present order of amalgamation. (3) . The present order of amalgamation will not absolve any of the companies or its directors fro ..... X X X X Extracts X X X X X X X X Extracts X X X X
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