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Jharkhand High Court · body

2007 DIGILAW 697 (JHR)

In Re: Indo Australian Hose Manufacturing v. .

2007-08-30

R.K.MERATHIA

body2007
ORDER R.K. Merathia, J. 1. Counsel for the petitioners is permitted to correct the paragraph number in course of the day. 2. This Company Petition has been filed jointly on behalf of Indo Australian Hose Manufacturing Private Ltd., Taudan Auto Components Pvt. Ltd. and Taurus Esdan Hydraulics Pvt. Ltd. under Sections 391(1) and 393 of the Companies Act, 1956 for Amalgamation/Merger of the Taudan Auto Components Private Limited and Taurus Esdan Hydrulics Pvt. Ltd. Into to the Indo Australian Hose Manufacturing Pvt. Ltd. 3. A scheme of amalgamation has been set out in paragraph 31 at page 35 of the petition. A joint meeting of the shareholder of all the companies was held and report was submitted. The notices were sent to the Regional Director, Eastern Region, Ministry of Company Affairs, Kolkata, Registrar of Companies, Bihar, Patna/Jharkhand and the Official Liquidator, who have got no objection to approval of the same. 4. Considering the report of the Regional Director, Eastern Region, Ministry of Company Affairs, Kolkata, the order in terms of Rule 81, read with Form 41 is being passed in the following terms: The above petition coming on for hearing today and upon reading the said petition, the order dated 7.12.2006, whereby the said companies were ordered to convene a separate meeting of the shareholders of the above companies for the purposes of considering, and if thought fit, approving, with or without modification, the companies or arrangement proposed to be made between the applicant companies and accordingly the notice convening meeting of shareholders were published in the daily local newspapers "Prabhat Khabar (Hindi) and the Telegraph (English)" dated 19.1.2007 each containing the advertisement of the said notice convening the said meetings directed to be held by the said order dated 7.12.2006, the reports of the Chairmen of the said meetings filed before this Court on 24/26.6.2007 as to the result of the said meetings and upon hearing Mr. Biren Poddar, Advocate of the applicants and it appearing from the reports that the proposed compromise or arrangement has been approved unanimously by the members/shareholders of the respective companies. 5. This Court doth hereby sanction the compromise or arrangement set forth in para 31 of the petition at page 35 herein and in the schedule hereto, and doth hereby declare the same to be binding on the members of the above named companies. 6. 5. This Court doth hereby sanction the compromise or arrangement set forth in para 31 of the petition at page 35 herein and in the schedule hereto, and doth hereby declare the same to be binding on the members of the above named companies. 6. And this Court doth further order: That the Scheme of merger/amalgamation of the above named companies shall be effective from 1.4.2007. That the parties to the compromise or arrangement or other persons interested shall be at liberty to apply to this Court for any directions that may be necessary in regard to the working of the compromise or arrangement, and that the said companies will file affidavit in proof of service of certified copies with the Registrar of companies within 14 days from this date. Schedule (A) The Scheme shall be effective from the effective date i.e. the 1 st day of April, 2007. (B) With effect from the effective date, the Undertakings of the Transferor companies shall, without further act or deed, be transferred to and vest in and shall be deemed to have been transferred to and vested in the Transferee Company pursuant to Section 394(2) of the Act, subject however, to all charges, liens, mortgages if any, affecting the same or any part thereof. (C) If any suit, appeal or any other proceedings of whatsoever nature (hereinafter called "the proceedings") by or against the Transferor Companies be pending, the same shall not abate, be discontinued or be in any way prejudicially affected by reason of the transfer of the Undertakings of the transferor Companies or by reasons of anything contained in the Scheme, but the proceedings shall be continued, prosecuted and enforced by or against the Transferee Company in the same manner and to the same extent as it would be or might have been continued, prosecuted and enforced by or against the Transferor Companies, if the scheme has not been made. (D) All the employees of the Transferor Companies shall become the employees of the Transferee Company on the same terms and conditions on which they are engaged by the Transferor companies without any interruption in service as a result of the transfer of the Undertakings of the Transferor Companies to the transferee company. (D) All the employees of the Transferor Companies shall become the employees of the Transferee Company on the same terms and conditions on which they are engaged by the Transferor companies without any interruption in service as a result of the transfer of the Undertakings of the Transferor Companies to the transferee company. The Transferee Company agrees that the services of all such workmen and employees with the Transferor companies prior to the transfer, as aforesaid, shall be taken into account for the purposes of all benefits to which the said employees may be eligible, including for the purpose of payment of any provident fund dues, gratuity dues, retrenchment compensation and other terminal benefits and accordingly, shall be reckoned therefore from the date of their respective appointment in the Transferor Companies. (E) Upon the Scheme being sanctioned by this Hon'ble High Court at Ranchi and the transfer taking place as stipulated under the Scheme: (i) the investments of the Transferee Company in the Share Capital of Transferor Companies shall stand cancelled. (ii) The Transferee company shall, without further application, issue and allot: (a) to the shareholders of equity shares of Rs. 10/- each in Taudan Auto Components Pvt. Ltd. 180 equity snares in the Transferee company in exchange 100 shares of Taudan Auto Components Pvt. Ltd. credited as fully paid. (b) to the shareholders of equity shares of Rs. 10/- each in Taurus Esdan Hydraulics Pvt. Ltd. 210 equity shares in the Transferee company in exchange 100 shares of Taurus Esdan Hydraulics Pvt. Ltd. credited as fully paid. (c) Until the scheme is sanctioned and transfers effected as aforesaid, the Transferor Companies shall carry on their business in usual course and shall be deemed to have carried on and be carrying on the said businesses for and on behalf of and in trust for the Transferee company with effect from the effective date. (c) Until the scheme is sanctioned and transfers effected as aforesaid, the Transferor Companies shall carry on their business in usual course and shall be deemed to have carried on and be carrying on the said businesses for and on behalf of and in trust for the Transferee company with effect from the effective date. (d) With effect from the effective date and upto and including the date on which the Undertakings of the transferor companies are duly transferred to the Transferee Company, under the scheme, the Transferor Companies shall be deemed to have held and stood possessed to the properties so to be transferred to the Transferee Company for and on account of and in trust for the Transferee Company and, accordingly, the Transferor Companies shall not (without the prior written consent of the transferee Company) alienate, charge or otherwise deal with or dispose off the said Undertakings or any part thereof except in the usual course of business. (c) All contracts, deeds, bonds, licenses, agreements and other documents and instruments of whatsoever nature to which the Transferor Companies are parties subsisting or having effect immediately before the amalgamation shall remain in full force and effect against or in favour of the transferee Company and may be enforced as fully effectually as if instead of Transferor Companies, the Transferee company had been a party thereto. 7. The Company Petition stands disposed of. Let a copy of the order be given to H.K. Mehta, as prayed. Petition disposed of.