- (1.) THIS Company Petition has been filed under Sections 391 to 394 of Companies Act, 1956 (for short "Act"), seeking sanction of proposed Scheme of Amalgamation between Cheslind Textiles Limited (hereinafter referred to as 'Transferor Company') and RSWM Limited (hereinafter referred to as 'Transferee Company'), whereby the entire undertaking of the Transferor Company with assets & liabilities, upon the Scheme becoming effective, shall stand transferred to and vested in the Transferee Company, so as to become properties and liabilities of the Transferee Company.
(2.) THE Petitioner -Transferee Company has its registered office situated at Kharigram, Gulabpura, within the jurisdiction of this Court. The registered office of the Transferor Company is situated in State of Tamilnadu, in respect whereof, it is informed that a separate petition seeking sanction of proposed Scheme of Amalgamation is preferred before the High Court of Madras.
(3.) THE Scheme of Amalgamation stands approved by the Board of Directors of the Petitioner -Transferee Company in its meeting held on 9.4.14. The Petitioner -Transferee Company has authorized Share Capital Rs. 85,00,00,000/ - (Rupees Eighty Five Crores only) divided into 4,75,00,000 (Four Crores Seventy Five Lakhs only) Equity Shares of Rs. 10/ - each and 25,00,000 (Twenty Five Lakhs) Optionally Convertible Redeemable Preference Shares of Rs. 150/ - (Rupees One Hundred Fifty Only). The Issued, Subscribed and Paid -Up Share Capital of the Applicant Transferee Company is Rs. 23,14,86,890/ - (Rupees Twenty Three Crores Fourteen Lakhs Eighty Six Thousand Eight Hundred and Ninety Only) divided into 2,31,48,689 (Two Crores Thirty One Lakhs Forty Eight Thousand Six Hundred and Eighty Nine Only) Equity shares of Rs. 10/ - (Rupees Ten only) each.;