TOE

GAZETTE OF INDIA EXTRAORDINARY

[PART II—SEC. 3(ii)]

MINISTRY OF LAW, JUSTICE AND COMPANY AFFAIRS

(Department of Company Affairs)

ORDER

New Delhi, the 9th January, 2001

S.0.25 (E).-WHEREAS the Central Government is satisfied that for the

purpose of securing the principal object of M/s. Gujarat State Leather Industries

Development Corporation Limited, a Government company incorporated under the

Companies Act, 1956 (1 of 1956) having Its registered office at Block No. 17, 4^th Floor,

Udyog Bhawan, Sector-H, Gandhinagar in the State of Gujarat and for the purpose of

securing coordination In policy and the efficient working of manufacturing leather

articles by avoiding overlapping and competition for achieving the social objectives for

production and marketing of goods produced by the artisans in rural areas and in order

to Improve the performance of the companies for better resource management, it is

essential that the Gujarat Rural Industries Marketing Corporation Limited,

Government company Incorporated

under the Companies Act, 1956 having its

registered office at Block No. 17, 5^th Floor, Udyog Bhawan, Sector-II, Gandhinagar-382

O i l and the said M/s. Gujarat State Leather Industries Development Corporation Limited

which Is also a Government company, shall be amalgamated Into a single company;

AND WHEREAS M/s. Gujarat State Leather Industries Development Corporation

Limited approved its amalgamation with M/s. Gujarat Rural Industries Marketing

Corporation Limited by resolution passed by the shareholders of the company In the

Annual General Meeting held on the 15* March, 1999;

AND WHEREAS M/s. Gujarat Rural Industries Marketing Corporation Limited

approved the amalgamation with it of M/s. Gujarat State Leather Industries

Development Corporation Limited by resolution passed by the shareholders of the

former company In the Annual General Meeting held on the 3^rd March, 1999;

AND WHEREAS a copy of the draft Order for amalgamation was sent to

the aforesaid companies for its publication in two newspapers Inviting objections and

suggestions;

AND WHEREAS the scheme of amalgamation of the aforesaid companies was

pubtehed In the dally newspapers, namely, Indian Express (English) on the 21** January,

2000, Gujarat Sa ma char (English) on the 22^nd January, 2000 and Sandesh (Gujaratl) on

22^nd January, 2000;

AND WHEREAS no objections were received on the scheme of amalgamation,

except representations from the staff members and the Unions of the companies which

were also considered by the Central Government;

NOW, THEREFORE, in exercise of the powers conferred by sub-sections (1) and

(2) of section 3% of the Companies Act, 1956 (1 of 1956), the Central Government

hereby makes the following Order to provide for the amalgamation of the said two

Companies, namely: -

Short title.- This Order may be called the Gujarat State Ljeather Industries

Development Corporation Limited and Gujarat Rural Industries Marketing Corporation

Limited (Amalgamation) Order, 2000.

Definitions. - In this Order, unless the context otherwise requires,-

(a) "appointed day" means the date on which this Order is notified in the

Official Gazette;

(b) "dissolved company"

means the

Gujarat State

Leather

Industries

Development Corporation Limited;

THE GAZETTE OF INDIA : EXTRAORDINARY

[PART II—SEC. 3(II)]

(c)

"resulting company" means the Gujarat Rural Industries Marketing

Corporation Limited;

Shareholding pattern of the two compantes.-

(a) The shareholding pattern of the two companies as on the 31* March, 1998 Is

as under-

Serial

Name of the company

I Names

oT Number of Amount (Rs.)

number

share holders

shares

M/s. Gujarat State Leather Governor

of 18,99,997

1,89,99970

Industries

Development Gujarat

Corporation Limited

M/s. Gujarat Rural Industries Governor

of 61,12,607

6,11,26070

Marketing Corporation Limited Gujarat and his

nominees

(

(b) 19,00,000 equity shares of Rs. 10/- each amounting to Rs.190,00,000 of

M/s. Gujarat State Leather Industries Development Corporation Limited which

are now held in the name of M/s. Gujarat Rural Industries Marketing

Corporation Limited and its

nominees shall be cancelled as part of the

amalgamation.

Amalgamation of companles.-(l) On and from the appointed date, the entire

business and undertaking of M/s. Gujarat State Leather Industries Development

Corporation Limited in as is where is condition, including all the properties, movable and

Immovable and other assets and liabilities, present or future whether liquidated or not of

whatsoever nature, i.e. machinery and all fixed assets, leases, tenancy rights,

investment in shares or otherwise, stock-in-trade, workshop, tools, goods in transit,

advances of monies, all kinds of book debts, outstanding monies, recoverable claims,

agreements, Industrial and other licences and permits, imports and other licences,

letters of Intent and all rights and powers of every description, but subject to all

mortgages and charges and hypothecations, guarantees and all rights whatsoever,

affecting the said properties of the dissolved company shall without further act or deed

be transferred to and vest In or deemed to be transferred to and vested In the resulting

company In accordance with the law in force.

(2)

For accounting purposes, the amalgamation shall be effected with reference to

the audited accounts and balance sheets as on the 31* March, 1998 of the said two

companies and the transactions thereafter shall be pooled into a common account The

dissolved company shall not be required to prepare its final accounts as on any later

date and the resuming company shall take over all assets and liabilities according to the

balance-sheet of the dissolved company as on the 3 1 * March, 1998 and shall accept full

responsibility for aH transactions of the dissolved company thereafter.

Explanation.- The undertaking of the dissolved company shall include

Development Rebate Reserve, If any, all rights, powers, authorities and privileges and all

property, movable or immovable including cash balances, reserves, revenue balances,

investments, all other Interests and rights in or arising out of such property as may

belong to, be in the possession of, the dissolved company, Immediately before the

appointed day, and all books, accounts and documents relating thereto and also aH

debts, liabilities, duties and obligations of whatever kind then existing of the dissolved

company.

Transfer of certain Items of property.-

For the purpose of this Order, all the

profits or losses, or both, if any, of the dissolved company as on the appointed day, and

the revenue reserves or deficits, or both, if any, of the dissolved company when

transferred to the resulting company, shall respectively form part of the profits or losses

and the revenue' reserves or deficits, as the case may be, of the resulting company.

Saving of contracts, etc.-

Subject to the other provisions contained in this

Order, all contracts, deeds, bonds, agreements and other instruments of whatever

nature to which the dissolved company is a party, subsisting or having effect

immediately before the appointed day shall have full force and effect, against or In

favour of the resulting company and may be enforced as fully and effectually , as if,

instead of the dissolved company the resulting company had been a party thereto.

THE GAZETTE OF INDIA: EXTRAORDINARY

[PART II—SEC. 3(it)]

Saving of legal proceedings.- If on the appointed day, any suit, prosecution,

appeal or other legal proceeding of whatever nature by or against the dissolved

company be pending, the same shall not abate or be discontinued, or be In any way

prejudicially affected by reason of the transfer to the resulting company of the

undertaking of the dissolved company or of anything contained In this Order, but the

suit, prosecution, appeal or other legal proceedings may be continued, prosecuted and

enforced by or against the resulting company fo the same manner and to the same

extent as it would or may be continued, prosecuted and enforced by or against the

dissolved company 9 this Order had not been made.

Provision with respect to taxation.- All taxes In respect of the profits and gains

(including accumulated losses and unabsorbed depreciation) of the business carried on

by the dissolved company before the appointed day shall be payable by the resulting

company subject to such concessions and reliefs as may be allowed under the Income-

tax Act, 1961 (43 of 1961) as a result of this amalgamation.

Provisions respecting existing officers and other employees of the dissolved

company.-

Every whole-time officer (Including whole-time Directors) or other

employees (excluding the other Directors of the dissolved company) employed

immediately before the appointed day in the dissolved company, shaH, as from the

appointed day, become an officer or employee, as the case may be, of the resulting

company and shaH hold office or service therein by the same tenure and upon the same

terms and conditions and with the same rights and privileges as he would have held

under the dissolved company. If this amalgamation had not been made, and shaH

continue to do so unless and untH his recommendation and conditions of employment

are duty altered by mutual consent.

Position of directors.- Every Director of the dissolved company holding office as

such Immediately before the appointed day shall cease to be a Director of the dissolved

company on the appointed day.

11.

Provident, superannuation, welfare and other funds. -_ Subject to the compliance

with the provisions ofi i^he In<;qpie-tax Act, 19§1 (43 of 1961), the trustees of the

Provider)! Fund or Superannuation Fund pr Welfare. Fund and any other funds

established by the dissolved company for the benefit of Its officers and.employees shall

transfer funds of the Trust as on the appointed day to the resulting company, who shall

Immediately from the appointed day constitute the above moneys Into one or more

trusts with the objects, .terms and conditions similar to those of the existing trust or the

said existing funds may be transferred to one or more corresponding trusts of the

resulting company and the rights and interests of the beneficiaries of the trust

established by the dissolved company and resulting company shall not in any way be

diminished or prejudiced.

12.

Membership of provident fund.- All officers and employees of the dissolved

company shall continue to be the members of the Employees Provident Fund Trust

under the Scheme of the Employees Provident Fund and Miscellaneous Provisions Act,

1952 ( 19 of 1952) of which they are members and the resulting company shall with

effect from the date of publication of this Order in the Official Gazette make and

continue to make the employer's contributions to the said Employees Provident Fund in

respect of these officers and employees at the same rates as were being made by the

dissolved company.

13.

Dissolution of M/s. Gujarat State Leather Industries Development Corporation

Limited.- Subject to the other provisions of this Order, as from the appointed day, M/s.

Gujarat State Leather Industries Development Corporation Limited shall be dissolved and

no persort shall make, assert or take any claims, demands or proceedings against the

dissolved company or against a director or an officer thereof in his capacity as such

director or officer, except in so far as may be necessary for enforcing the provisions of

this Order.

p^Tl^oi-1

THE GAZETTE OF INDIA: EXTRAORDINARY

[PART II—SEC. 3(ii)]

14.

Registration of the Order by the Registrar of Companies.- The

Central

Government shall, as soon as may be, after this Order Is notified In the Official Gazette,

send to the Registrar of Companies, Gujarat at Ahmedabad, a copy of this Order, on

receipt of which the Registrar of Companies, Gujarat, shall register the Order on

payment of the prescribed fees by the resulting company and certify under his hand the

registration thereof within one month from the date of receipt of a copy of the Order.

Thereafter, the Registrar of Companies, Gujarat, shall plaue all documents registered,

recorded or filed with him relating to the dissolved company on the file of M/s. Gujarat

Rural Industries Marketing Corporation Limited, with whom the transferor company has

been amalgamated and consolidate these and shall keep such consolidated documents

on his file.

15.

Memorandum and Articles of Association of the resulting company.- The

Memorandum and Articles of Association of M/s. Gujarat Rural Industries Marketing

Corporation Limited as they stood immediately before the appointed day shall, as from

the appointed day, be the Memorandum and Articles of Association of the resulting

company.

[F. No. 24/04/99/CL-III]

A. RAMASWAMY, Jt. Secy.