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1998 (9) TMI 481

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....1998, namely, USL Exports (P.) Ltd., in C.P. No. 112 of 1998, namely, Sridhar Investments (P.) Ltd. in C.P. No. 113 of 1998, namely, Ganupati Investments (P.) Ltd., in C.P. No. 114 of 1998, namely, Uma Soumya Investments (P.) Ltd. in C.P. No. 115 of 1998, namely, Sri Ramachandra Investments (P.) Ltd., and in C.P. No. 116 of 1998, namely, Sri Ramachandra Securities (P.) Ltd. (the transferor companies) want to amalgamate with Hyderabad Securities Ltd., i.e., the petitioner in C.P. No. 117 of 1998, ('transferee company'). 3. The main object of the transferor company, Uma Sridhar Hire Finance (P.) Ltd., is to carry on and undertake the business of hire purchase, finance, leasing and to finance lease operations of all kinds, purchasing, selling, hiring or letting on hire all kinds of plants and machinery and the equipment etc. as also to deal in immovable and movable properties including land and buildings, plant and machinery, automobiles, comput-ers, etc., and to finance deposit or lend money, securities and properties more particularly, detailed in para 5 of the petition. The authorised capital of the company is Rs. 75 lakhs divided into 75,000 equity shares of Rs. 100 each. The iss....

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....e, sell and deal in shares, stocks, debentures, bonds, obligations and securities, etc, more particu-larly, described in para 5 of the petition. The authorized share capital of the petitioner is Rs. 75 lakhs consisting of 7,50,000 equity shares of Rs. 10 each. The issued and subscribed paid up capital of the company is Rs. 67,32,200 consisting of 6,73,220 equity shares of Rs. 10 each. 9. The main object of the company, Sri Ramachandra Investments (P.) Ltd, is almost the same as that of Uma Sridhar Hire Finance (P.) Ltd. and more particularly, mentioned in para 5 of the petition. The authorised share capital of this company is Rs. 60 lakhs consisting of 6 lakhs equity shares of Rs. 10 each. The issued and subscribed paid-up capital of the company is Rs. 51,55,300 consisting of 5,15,538 equity shares of Rs. 10 each. 10. The main object of Sri Ram Chandra Securities (P.) Ltd, is to finance industrial enterprises, and for that purpose to make loans, or advances to, or subscribe to the share capital of private industrial enterprises in India. It is also to acquire by purchase, exchange, hire or otherwise and to hold, sell, mortgage or otherwise dispose of in any other manner, etc. mor....

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.... in the stipulated time. On amalgamation of the transferor companies with the transferee company the company will automatically satisfy the guidelines issued by the Reserve Bank of India and they would be able to continue their benefit in the amalgamated entity. The proposed scheme of amalgamation has been reproduced in the respective petitions and more particularly, stated in the 'Scheme of amalgamation' as per Annexures A to I referred to above. 13. In C.A. No. 207 of 1998 in C.P. No. 109 of 1998, the transferor company was directed to convene the meeting of the shareholders for approval of the amalgamation. Shri M. Vikram Sharma, Advocate, was appointed as a Chairman to conduct the meeting vide order, dated 1-5-1998. In C.A. No. 208 of 1998 in C.P. No. 110 of 1998, the transferor company was directed to convene the meeting of the shareholders for approval of amalgama- tion. Shri K. Muralidhar Reddy, advocate was appointed as Chairman to conduct the meeting vide order dated, 1-5-1998. In C.A. No. 209 of 1998 in C.P. No. 111 of 1998, the transferor company was directed to convene the meeting of the shareholders for approval of amalgamation. Shri T. Surya Satish, advocate, was app....

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....ocate, had convened the meeting of shareholders of USL Exports (P.) Ltd. on 13-6-1998 at 11.00 a.m. and he has submitted his report that the scheme of amalgamation has been approved by majority shareholders of the company. Shri P.S.R. Chandra Murthy, advocate, has convened the meeting of Sridhar Investment (P.) Ltd. on 13-6-1998 at 11.30 a.m. and he has submitted his report that the scheme of amalgamation has been approved by majority shareholders of the company. Shri T. Surya Satish, advocate, has convened the meeting of the transferor company, Ganupati Investments (P.) Ltd. on 13-6-1998 at 12.00 noon and submitted his report that the scheme of amalgamation has been approved by the majority shareholders. Shri L. Venkateshwara Rao, advocate has convened the meeting of transferee company, Hyderabad Securities Ltd. on 13-6-1998 at 12.30 p.m. and he has submit-ted his report whereby the scheme of amalgamation has been approved by the shareholders of the transferee company by majority of votes of the shareholders. All the said Chairpersons have submitted their reports on 29-6-1998. 17. The board of directors of all the companies, transferor and transferee, had approved the scheme of a....