EYE FOUNDATION LTD Vs. LASIK CENTRE (INDIA) P. LTD

JUDGEMENT

(1.) Heard learned counsel for the petitioner in both the petitions, the learned Additional Central Government Standing Counsel and the Deputy Official Liquidator. M/s. Eye Foundation Ltd. (hereinafter called as "the transferor company") is the petitioner in C P. No. 7 of 2012. The petitioner-company was incorporated on June 29, 2011, as a limited company under the provisions of the Companies Act, 1956 and its registered office is situated at No. 582A, D.B. Road, R.S. Puram/Coimbatore-641 002, which comes within the jurisdiction of this court. A copy of the memorandum and articles of association of the transferor company has been filed as annexure B. The authorised share capital of the transferor company is Rs. 3,00,00,000 divided into 30,00,000 equity shares of Rs. 10 each and is subsequently increased to Rs. 7,50,00,000 divided into 75,00,000 equity shares of Rs. 10 each and the issued, subscribed and paid-up share capital of the transferor company is Rs. 7,50,00,000 comprising of 75,00,000 equity shares of Rs. 10 each, as evident from Forms Nos. 2 and 5 filed with the Registrar of Companies, Tamil Nadu, Coimbatore produced as annexure C in typed set.

(2.) Lasik Centre (India) P. Ltd. (hereinafter called as "the transferee company") the petitioner in C.P. No. 8 of 2012. The transferee company was originally incorporated under the Companies Act, 1956, in the State of Tamil Nadu on May 6, 1997 and its registered office is situated at No. 582A, D.B. Road, R.S. Puram, Coimbatore-641 002. A copy of memorandum and articles of association of the transferee company has been produced as annexure B. The authorised share capital of the transferee company is Rs. 1,60,00,000 comprising of 16,00,000 equity shares of Rs. 10 each. The issued, subscribed and paid-up share capital of the transferee company is Rs. 1,60,00,000 comprising of 16,00,000 equity shares of Rs. 10 each, as evident from the copy of the latest audited balance-sheet and annual return of the petitioner-company and Forms Nos. 2 and 5 filed with the Registrar of Companies, Tamil Nadu, Coimbatore produced as annexures C and D respectively in the typed set.

(3.) Now, by the proposed scheme, the transferor company is sought to be amalgamated with the transferee company. The scheme of amalgamation proposed has been produced as annexures D and E respectively in both the petitions. The board of directors of the transferor company and the board of directors of the transferee company in the meeting held on December 5, 2011, have approved the scheme of amalgamation and the resolutions approving the scheme of amalgamation by the directors of the transferor company and the transferee company have been produced as annexures E and F respectively in both the petitions.