1999 (8) TMI 793

X X   X X   Extracts   X X   X X

Full Text of the Document

X X   X X   Extracts   X X   X X

....abilities of the business of the transferor-company shall be taken over by the transferee-company, including their workmen and the employees. As per the proposed scheme all the members of the transferor-company, immediately on or before the effective date, shall become the staff, workmen and employees of the transferee-company and their services shall be deemed to have been continued without interruption or broken by the reason of the said transfer. The service conditions applicable to such staff (workmen or employees) after such transfer shall not in any case be less favourable to them than those as were applicable to them immediately preceding the transfer. 3. It is stated that both the companies are engaged in the same kind of busines....

X X   X X   Extracts   X X   X X

Full Text of the Document

X X   X X   Extracts   X X   X X

...., in terms of section 4(c) of the Act, the transferor company is also a subsidiary of Tecumseh Products Company. 5. Mr. Shankardass also mentioned that the authorised capital of the transferor-company is Rs. 40 crores whereas the authorised capital of the transferee-company is Rs. 134 crores. According to Mr. Shankardass, the transferor-company and transferee-company are in fact two divisions of the same management and the objects of the two companies are similar in nature. Both the companies are engaged in the business of manufacture and sale of compressors, condensing units and related controls. The business of the two companies can be more conveniently and economically carried on together as one single business. 6. Mr. Dass also su....

X X   X X   Extracts   X X   X X

Full Text of the Document

X X   X X   Extracts   X X   X X

....ors of both the two companies. 9. The official liquidator attached to this Court as well as the Regional Director (Northern Region), department of company affairs, Kanpur have filed their reports, stating that the scheme is not in any manner prejudicial to the public interest or the interests of members of the transferor-company and the affairs of the company have not been carried out in any manner prejudicial to the creditors or shareholders or public at large. In the report of the official liquidator it has also been stated that in the scheme due care has been taken for the interests of the workmen of the transferor-company. 10. Mr. Shankardass has placed reliance on the judgment of the Andhra Pradesh High Court, i.e., Nav Chrome Lt....