REGISTERED No. D-(D)-72
The Gazette of India
EXTRAORDINARY
PART II—Section 3—Sub-section (i)
PUBLISHED BY AUTHORITY
No. 67] NEW DELHI, FRIDAY, MARCH 21, 1975/PHALGUNA 30, 1896
Separate paging is given to this Part in order that it may be filed as a separate compilation
MINISTRY OF LAW, JUSTICE AND COMPANY AFFAIRS
(Department of Company Affairs)
(Company Law Board)
ORDER
New Delhi, the 17th March 1975
G.S.R. 155(E).—Whereas the Company Law Board is satisfied that for the purpose of securing the principal objects of the Indian Consortium for Power Projects Private Limited. a company incorporated under the Companies Act, 1956, it is essential in the public interest that this company and the Bharat Heavy Electricals Limited, which are engaged in taking up contracts on a turn-key basis for setting up power houses and ancillary service should be amalgamated into a single company;
Now, therefore, in exercise of. the powers conferred by Sub-sections (1) and (2) of section 396 of the Companies Act, 1956 (1 of 1956), read with the notification of the Government of India in the Department of Company Affairs No. G.S.R. 443(E) dated the 18th October, 1972, the Company Law Board hereby makes the following Order, namely;—
1. Short title.— This Order may be called the Indian Consortium for Power Projects Private Limited and the Bharat Heavy Electricals Limited Amalgamation Order, 1974.
2. Definitions.—In this Order, unless the context otherwise requires:
(a) 'appointed day' means 1st January, 1975;
(b) 'dissolved company' means the Indian Consortium for Power Projects Private Limited.
3. Amalgamation of the Companies.—As from the appointed day, the undertaking of the dissolved company subject to encumbrances thereon, if any, shall stand trans- ferred to and vest in the Bharat Heavy Electricals Limited, which company shall imme- diately on such transfer be deemed to be the company resulting from the amalgamation.
(601)
602 IHH GAZETTE OF INDIA EXTRAORDINARY [PART H --(For accounting purposes, the amalgamation shall be carried out with reference lo the audited account and Balance Sheets as on the 31st March, 1974, of the two companies and the transactions thereafter will he pooled into a common account. The dissolved company shall not he required to prepare its final accounts as of any rater date, as Bharat Heavy Elcctricals Limited shall take over nil ussels and liabilities 'according to the Balance Sheet as on the 31st March. 1974 and accept full responsibility for all transactions to date).
i:\pUuuitian.—The "undertaking of the dissolved company"' shall include 'all rights, powers, authorities and privileges and all property, movable av immovable, including cash balances, reserves, revenue balances, investments and all other interests and rights in or arising out of such property as may belong to, or be in the possession of (he dis- solved company immediately bclorc the appoint'd day. and all books, accounts and documents relating thereto 'and also all debts, liabilities and obligations of whatever kind •then existing of the dissolved Company.
4. Transfer of certain items of property.—For the purposes of this order, all the profits or losses, if any, or both, of lhc dissolved company as on the appointed day, xind the revenue reserves or deficits, if any. or both, of Ihe dissolved company when trans- ferred to the company resulting from the amalgamation under the provisions of this order, shall respectively form part of the profits or losses, if any, or both, and the revenue, reserves or deficits, ns the case may be, of the company resulting from the amal- gamation,
5. Saving of contracts etc.—Subject lo the other provisions contained in this order, all contracts, deeds, bonds, agreements and Ihcir instruments of whatever nature to •which the dissolved company is a party, subsisting or having effect immediately before •the appointed Jay, shall be of as full force 'and effect against or in favour of the company resulting from the amalgamation, as the case may be, and may be enforced -as fully and effectually, 'as if, instead of the dissolved company, the company resulting from the amalgamation had been a party thereto.
6. SBving of lcjral proceedings.—If, on the appointed day, any suit, appeal or other icgVjl proceedings- of whatever nature by or against the dissolved company he pending, 1he same shall not abatt*, be discontinued or be in anv way prejudicially affected by reason of the transfer to the company resulting from the amalgamation, of the under- taking of the dissolved company or of 'anything contained in this order, but the suit, appeal or other proceedings may he continued, prosecuted and enforced bv or against tho •company resulting from the amalgamalion in the same manner and to the s'ame extent as it would or may be continued, prosecuted and enforced by or against the dissolved company if this order had not been made.
7. Payment of citsh to the shareholders of the dissolved company.—Every person registered as a shareholder in the dissolved company immediately before (he appointed day, other than the Bharal Heavy Elcctricals Limited, stall after (he appointed day, "he enlitied lo be paid, in cash, by the company resulting from the amalgamation, the fac: value of the shares held by him in the dissolved company.
K. Provision with respect to taxntlon.—All taxes in respect of (he profits and gains •of the business carried on by the dissolved company before the appointed day shall eb payable by the company resulting from the amalgamation to the same extent as they would have been payable by the dissolved company if this order had not been made.
<•). Provisions respecting existing officers mid other employers of the dissolved com- pany.—Every officer or other employee (excluding the Directors of the dissolved com- pany) employed immediately before the appointed day in the dissolved company, shall, as from the appointed day, become an officer or other employee, as the case m'ay be, of the company resulting from the amalgamation and shall hold his office or service •therein by the same tenure and upon the same terms and conditions 'and with Ihe sumo rights and privileges as he would have held the same under the dissolved company, it this Order had not been made, and shall continue to do so unless and unfil he in duly removed from the employment in the company resulting from the amalgamation or until his terms and conditions of employment are duly altered by that company.
10. Position of Directors.—Every director of the dissolved company holding office ns such immediately before the appointed day shall cease to be a director of ttvs dissolved company on the 'appointed day.
.SKC. 3 (i) ] THE GAZETTE OF INDIA EXTRAORDINARY 603
I I. Dissolution of the Indian Consortium for power Projects Private Limited.—Sub-
ject to the other provisions of this order, as from the appointed d a y : --
fa) tho Indian Consortium for PQwer Projects Private Limited shall be dissolved and no person shall make, insert or lake any claims, dum'Jnds or proceed- ings uguinsi the dissolved company or against a director or an ollieer there- of in his capacity as such director or officer, except in so far as may be necessary [or enforcing ihe provisions of this order;
(b) the right of every shareholder to oi- in respect of any share in lh; dissolved company shall be extinguished, and thereafter no such shareholder shall make, asseri or take any claims or demands or proceedings in respeel of any such share,
12. ROKlstrolion of tho Order by Ihe Registrar of Companies.—The Company Law Board shall, as soon as may be after the issue of this order, send to the Registrar of Companies, Delhi a copy of this order on receipt of which the Registrar of Com- panies," Delhi, shall register the Order on payment of Ihe prescribed fees by the Com- pany resulting from ihe amalgamation and certify under his hand the registration there- of within one month from the date of receipt of a copy of the Order.
13. Memorandum and Articles of Association of the Company resulting from the
amalgamation.— The Memorandum and Articles of Association uf the Bharat Heavy Elecuieiils Limited, as they stood immediately before the appointed diiy shall, as fram the appointed day, be the Memorandum and Articles of Association of the Company resulting from the amalgamation.
I No. 24/6/74-CL.TII]
By Order of Company L'aw Board,
P. B. MENON. Member.
604 THE GAZETTE OF INDIA EXTRAORDINARY [PART I I-SEC. 3(i)] THE GAZETTE OF INDIA EXTRAORDINARY 605
6o6 THE GAZETTE OF INDIA EXTRAORDINARY [PART II—SEC. 3(i)J