1998 (11) TMI 502

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....mited, a company incorporated under the Act, having its registered office at S.P. Road, Begumpet, Hyderabad under section 394, read with section 391(2) for amalgamation (transferee company). 2. It is alleged by transferor company that the object of the transferor company is to obtain sanction of this Court for the scheme of arrange- ment for amalgamation of Allied Coatings and Compounds Limited with ITW Signode India Limited, with effect from 1-4-1998. 4. It is further averred by the transferor company that Allied Coatings and Compounds Limited was originally incorporated as a private limited company under the name and style of Allied Coatings and Compounds Private Limited under the certificate of incorporation No. 01-13330 of 1991 -92 on....

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....end of 31 -3 -1998, has been given in para 6 of the petition. It is further stated that transferee company was originally incorporated as a private limited company under the name and style of Nagarjuna Strapping Systems Private Limited under the Certificate of Incorporation No. 2576 of 1979- 80 on 30-11-1979 and it had changed its name to Nagarjuna Signode Private Limited by virtue of special resolution in terms of section 21 of the Act, and a fresh certificate of incorporation was issued pursuant to section 23(1) of the Act on 21-4-1981. Later on, it has been converted into Nagarjuna Signode Limited by virtue of special resolution in terms of section 23(1), and a fresh certificate of incorporation has been issued by the Registrar of Compan....

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....es divested their shareholding on 31-7-1993 to the transferee company and therefore, the transferor company became 100 per cent subsidiary of transferee company. It was thought fit that the transferor company be merged with the transferee company, thereby reducing the cost on transfer pricing, administrative expenses, greater control by way of executive supervision, infrastructure facilities. This will also reduce the overheads and there will be synergy of opera-tions. Further by the proposed amalgamation will benefit for better bargaining power with the suppliers and also negotiate for credit facilities from the banks to the unit at the most competitive rates. 8. It is further stated by the transferor company that the Board of directors o....

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....tated in the report that the Regional Director, Department of Company Affairs on the above compa- ny petitions under section 394A, have decided that no representation need be filed on behalf of the Central Government either to support or oppose the petition. 11. The Official Liquidator also filed a report on 22-9-1998. In para 10 of the report, it was submitted by the Official Liquidator that the transferee company mainly is engaged in the manufacturing of engineering goods of various kinds and it requires special coating for the engineering goods manufactured by the transferee company. In order to have coat painting on engineering products, the transferor company shall provide the neces-sary facilities for water soluble paints and the tra....