- (1.) The Counsel for the Applicant Company states that the present Scheme is a Scheme of Amalgamation and Arrangement between ABC Bearings Limited ("Applicant Company/Transferor Company") and Timken India Limited ("Transferee Company") and their respective shareholders and creditors under sections 230 to 232 of the Companies Act 2013 whereunder, it is proposed that an (i) amalgamation of the Applicant Company with the Transferee Company and in consideration thereof issue of equity shares by the Transferee Company to the shareholders of the Applicant Company, pursuant to the relevant provisions of the Companies Act, 2013, as may be applicable; and (ii) various other matters consequential or integrally connected therewith, in the manner provided for in this Scheme and in compliance with the provisions of the Income Tax Act, 1961, including Section 2(1B) .
(2.) The Counsel for the Applicant Company submits that the Applicant Company was incorporated on 30 May 1961 under the provisions of the Companies Act, 1956 in the State of Maharashtra. The registered office of the Applicant Company is situated at 402-B, Poonam Chambers, Dr. Annie Besant Road, Worli, Mumbai - 400018 (CIN: L29130MH1961PLC012028) . The Transferee Company was incorporated on 15 June 1987 as a public limited company under Companies Act, 1956, under the name and style of'Tata Timken Limited'. The registered office of the Transferee Company is situated at 39-42, Electronic City, Phase-II, Hosur Road, Bengaluru -560 100, Karnataka, India.
(3.) The Counsel for the Applicant Company states that the Transferee Company is a subsidiary of The Timken Company, which is a leading manufacturer of taper roller bearings, which is also the main product currently being manufactured by the Applicant Company/ Transferor Company.;