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REGISTERED No. D-(D)-72

The Gazette of India

EXTRAORDINARY

PART II—Section 3—Sub-section (ii)

PUBLISHED BY AUTHORITY

No. 368] NEW DELHI, THURSDAY, AUGUST 12, 1976/SRAVANA 21, 1898

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) ORDERS New Delhi, the 9th August 1976

S.O. 542(E).—Whereas the Company Law Board is satisfied that it is essential in the public interest that the Industrial Containers Limited should be amal- gamated with Balmer Lawrie and Company Limited so that the production and marketing of drums, barrels and containers may be carried on more advantageously by a single company:

And whereas a copy of the proposed Order has been sent in draft to the Companies aforesaid, namely, the Industrial Containers Limited and the Balmer Lawrie and Company Limited, and the suggestions and objections received from. them have been duly considered by the Company Law Board;

Now, therefore, in exercise of the powers conferred by sub-section (1) and (2) of section 396 of the Companies Act, 1956 (1 of 1956), read with the notifi- cation of the Government of India in the Department of Company Affairs, No. GSR 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 Balmer Lawrie and Company Limited and Industrial Containers Limited Amalgamation Order, 1976.

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2. Definitions.—In this Order, unless the context otherwise requires:—

(a) "appointed day" means the 1st day of January, 1975

(b) "Balmer Lawrie" means the Balmer Lawrie and Company Limited, a Company within the meaning of the Companies Act, 1956 (1 of 1956) and having its registered office at 21-Netaji Subhas Road, Calcutta-1.

(c) "Industrial Containers" means the Industrial Containers Limited a Company within the meaning of the Companies Act, 1956 (1 of 1956) and having its registered office at 21-Netaji Subhas Road. Calcutta-1.

3. Amalgamation of the Companies.—(1) As from the appointed day, the undertaking of Industrial Containers shall stand transferred to, and vest in Balmer Lawrie by virtue of this Order.

(2) The undertaking of Industrial Containers shall be deemed to include all rights, powers, authorities and privileges and all properties, movable or Immovable, including cash balances, reserves, revenue balances, investments, book debts and all other assets and all interests and rights in or arising out of such properties as were immediately before the appointed day, in the ownership, possession, power or control of Industrial Containers, and all books of account, registers and all other documents relating thereto and shall also be deemed to Include all borrowings, debts, liabilities and obligations of whatever kind then existing in relation to Industrial Containers.

4. Transfer of certain items of property—For the purpose of this Order, all the profits or losses, if any, or both, of Industrial Containers as on the day immediately preceding the appointed day, and the development rebate reserves and revenue reserves or deficits, if any, or both, ot Industrial Containers when transferred to Balmer Lawrie, shall respectively, form part of the profits or losses, if any, or both, and the development rebate reserves, revenue reserves or deficits, as the case may be of Balmer Lawrie.

5. 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 Industrial Containers is a party subsisting or having effect Immediately before the appointed day, shall, as from that day, be of as full force and effect against, or in favour of Balmer Lawrie, as the case may be, and may be enforced as fully and effectually as if, instead of Industrial Containers, Balmer Lawrie had been a party thereto.

6. Saving of legal proceeding.—If, on the appointed day, there is pending any suit, arbitration, appeal or other legal proceedings of whatever nature by or against Industrial Containers, the same shall not abate, be discontinued or be in any way prejudicially affected by reason of the transfer to Balmer Lawrie of the undertaking of Industrial Containers or of anything contained In tWs Order, but the suit, arbitration, appeal or other proceedings may be continued, prose- cuted and enforced by or against Balmer Lawrie in the same manner and to the same extent as it would or might have been continued, prosecuted and enforced by or against Industrial Containers if this Order had not been made.

7. Rights of holders of ordinary shares hi Jjndustrial Containers.—(1) As soon as may be, after the appointed day, Balmer Lawrie shall allot at par to every holder of ordinary shares in Industrial Containers (other than the shares held in that Company by Balmer Lawrie) one ordinary ghare ot Rs. 100 each in Balmer Lawrie Tor each Rroup ot six fully paid shares of Rs. 10 each in Industrial Con- tainers held by him on the date Immediately preceding of the appointed day.

(2) The allotment of the said ordinary shares by Balmer Lawrie to the non- resident shareholders of Industrial Containers shall be subject to the approval of the Reserve Bank of India under the Foreign Exchange Regulation Act, 1973 (46 of 1973).

(3) If the allotment of the said shares by Balmer Lawrie in terms of aub- clause (1) involves fractions, then such fractions shall be consolidated and shares so consolidated shall be allotted by the Board of Directors of Balmer Lawrie to any one or more of the Directors or employees of Balmer Lawrie who ahall sell the said consolidated shares at such price or prices and upon "*<*

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terms and conditions as may be approved by the Board of Directors qf Balmer Lawrie and the net sale proceeds thereof shall be distributed among the holders •of the ordinary shares in Industrial Containers who would otherwise have been entitled to such fractions in proportion to their respective entitlements.

(4) Balmer Lawrie shall cause a notice to be published in the Gazette of India and send by post to every holder of ordinary shares in Industrial Containers whose name is entered on the register of members of Industrial Containers on the date fixed by the Board of Directors of Balmer Lawrie under sub-clause (1), a notice giving particulars of the allotment of new shares and the disposal of .fractional shares in the manner laid down ini sub-clauso (3) and an allotment letter for the new shares allotted as aforesaid.

(5) Every holder of ordinary shares in Industrial Containers whose name appears on the register ol members of Industrial Containers on the date fixed by the Board of Directors of Balmer Lawrie in terms of sub-clause ^1), shall be entitled on presentation, within such period as may be prescribed in the allotment letter, to Balmer Lawrie of the certificate or certificates in respect of the shares held by him In Industrial Containers on the said date to receive in due course share certificates of Balmer Lawrie in accordance with the provisions of this clause.

(6) Any right specified In sub-clause (5) shall, during the period beginning -wi1h the appointed day and ending with the day on which Balmer Lawrie issues iresh share ceiMiflcates to the holders of ordinary shares in Industrial Containers "be transferred in like manner as the shares in Balmer Lawrie are transferable and ihe transferees of such rights shall be entitled upon submission of: —

(a) the letter of allotment; (b) the relative share certificate or certificates issued by the Industrial

Containers; and

(c) the document of transfer, to transfer shares in the same manner and to the same extent as may other holder of the share of Balmer Lawrie would have been entitled to do so

8. Provisions with respect to taxation.—All taxes in respect of the profits and gains of the business carried on by Industrial Containers before the appointed day shall be payable by Balmer Lawrie to the same extent as they would have foeen payable by Industrial Containers if this Order had not been made.

9. Provisions respecting existing; officers and other employees.—Every whole- time officer or other employee (not including directors) employed immediately before the appointed day in Industrial Containers shall, as from the appointed day, become an officer or other employee, as the case may be, of Balmer Lawrie and shall hold his office or .service therein by the same tenure and upon the same terms and conditions and with the same rights and privileges as to pension, provident fund or pratuity as would have been admissible to him undpr Indus- trial Containers if this Order had not been made and shall continue to do so un- less and until his employment In Balmer Lawrie is duly terminated or until his remuneration and conditions of service are duly altered by mutual consent.

10. Provident, superannuation, welfare or other funds.—(1) Where a provi- dent, superannuation, welfare or other fund has been established bv Industrial Containers for the benefit of its employees, the monies and other asseis standing "to the credit of such provident, superannuation, welfare or other fund shall stand transferred to. arr-1 vested in Balmer Lawrie, free from any trust that may bavp been constituted by Industrial Containers in respect thereof.

(2) Balmer Lawrie shall, es soon as may be after the date of vesting under sub-paragraph (1). constitute, in respect of the monies and other assets which am transferred to, and vested in it, under that sub-section one or more trusts having objects as similar 1o the objects of The existing trusts as in the circums- tances may be practicable, so, however, that the rights and interests of the beneficiaries of the trust referred to in sub-paragraph (I) should not, in any way, be prejudiced or diminished,

(3) Where all the monies arid other assets belonging to Industrial Containers are transferred to and vested in Balmer Lawrie under this clause, the trustees of such trust shall, as from the date of such vesting stand discharged from the trust except as respects things done or omitted to be done before the date of such vesting.

11. Board of Directors of Industrial Containers.—Every director of Industrial Containers holding office as such Immediately before the appointed day, shall cense to be a director of Industrial Containers on the appointed day, but any flitting fee or other remuneration - already received by any of the directors of Industrial Containers after the appointed day, but before the date of issue of this Order, shall not be refundable to Industrial Containers.

12. Auditors of Industrial Containers.—The auditors of Industrial Containers holding office immediately before the appointed day shall cease to be auditors of Industrial Containers on the 26th day of June, 1976.

13. Notwithstanding anything contained in this Order, the dividend declared and paid by Industrial Containers on its ordinary shares in June. 1975, shall be excluded .trom the provisions of this Order.

14. Dissolution of Industrial Containers.—Subject to the other provisions of this Order, as from the appointed day:

(a) Industrial Containers shall be dissolved and no person shall make assert Or take any claims, demands Or proceedings against Indus- trial Containers or against any director or officer thereof In his- capacity as such director or officer, except in go far as may be necessary for enforcing the provisions of this Order; and

(b) the right of every shareholder to or in respect of any share in Indus- trial Containers shall be extinguished and thereafter no such share- holder shall make, assert Or take any claims or demands or pro- ceedings in respect of any such share,

15. Validation.—Anything done or any action taken by the Industrial Con- tainer, incluulng any resolution passed by its Board of Directors or nnv action taken in pursuance of such resolution or any contract entered into with any person, during the period intervening between the appointed day and the date of this Order, shall be deemed to have been done, taken or entered into by Balmer Lawrie and shall have effect accordingly; and any reference therein to Industrial Container shall be construed as a reference to Balmer Lawrie.

16. Memorandum of Association of Balmer Lawrie.—The Memorandum of Associetion of Balmer Lawrie as it stood immediately before the appointed day shall as from that day be altered ns specified in the Schedule attacheji hereto

17. Beglatratlou of the Order by the 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, West Bengal, a copy of this Order together with the printed copy of the Memorandum of Association of Balmer Lewrie as altered by this Order, on receipt of which the Registrar of Companies, West Bengal" shall—

(i) register the Order on payment of prescribed fee by Balmer Lawrie and shall certify under his hand the registration thereof, within one month from the date of receipt of the copy of the Order by him; and

(il) make necessary alterations in the Memorandum of Association of Balmer Lawrie.

THE SCHEDULE (see CLAUSE 15)

Alteration of the Memorandum of Association of Balmer Lawrle: In clause 3, after sub-clause (a) the following sub-clausP shall be inserted, namely:—

"(aa) To carry on the business of manufacture of drums, barrels, pack- ages, tanks and containers of every description from steel and other metals and of such substances as may furnish materials for such manufacture In all Its branches and the business of buyers and sellers of. and dealers in the aforesaid products, steel Bnd other metals and substances."

[No, F. 24/7/75-CL. Ill]

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S.O. 543(E).—Whereas the Company Law Board is satisfied that it is essential in the public interest that the M/s, steel Containers Limited should be amal- gamated with Balmer Lawrie and Company Limited so that the production and marketing of drums, barrels and containers may be carried on more advantageously by a single company:

And whereas a copy of the proposed Order has been sent in draft to the Companies aforesaid, namely, the Steel Containers Limited and the Balmer Lawrie and Company Limited, and the suggestions and objections received from them have been duly considered by the Company Law Board;

Now, therefore, m excrnsc of ihe powers conferred by sub-sections (1) and (2) of section 396 of the Companies Act, 1958 (1 of 1956), read with the notifi- cation of the Government of India in the Department of Company Affairs, No. GSR 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 Balmer Lawrie and Company Limited and Steel Containers Limited ^.malyamation Order, 1976.

2. Definitions.—In this Order, unless the context otherwise requires:—

(a) "appointed day" means the 1st day of January, 1975,

(b) "Balmer Lawrie" means the Balmer Lawrie and Company Limited, a Company within the meaning of the Companies Act. 1956 (1 of 1956) and having itg registered office at 21-Netaji Subhas Road, Calcutta-l.

(c) "Steel Containers" means the Steel Containers Limited, a Company within the meaning of the Companies Act, 1956 (l'of 1956) and having Its registered office at 21-Netaji Subhas Road. Calcutta-1.

3. Amalgamation of the companies.—(1) As, from the appointed day, the under- taking of Steel Containers shall stand transferred to, and vest in Balmer Lawrie by virtue of this Order.

(2) The undertaking of Steel Containers shall be deemed to include all rights* powers, authorities and privileges and all properties, movable or Immovable, in- cluding cash balances, reserves, revenue balances, investments, book debts and all other assets and all interests and rights in or arising out of such properties aa were immediately before the appointed day in the ownership, possession powfer or control of Steel Containers, and al] books of account, registers and all other documents relating thereto and sball also be deemed to include all borrowings, debts, liabilities and obligations of whatever kind then existing in relation to Steel Containers.

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4. Transfer of certain items of property.—For the purposes of this Order, all the profits or losses, if any, or both, of Steel Containers as on the day Immediatel y preceding the appointed day, and the development rebate reserves and revenue reserves or deficits, if any, or both, of Steel Containers when transferred to Balmer Lawrie, shall respectively, form part of the profits or losses, if any, or both, and the development rebate reserves revenue reserves or deficits, as the case may be of Balmer Lawrie.

5. 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 Steel Containers is a party, subsisting or having effect immedi- ately before the appointed day, shall, as from that day, be of as full force and cflect against, or m favour of Balmer Lawrie, as the case may be, and may be enforced as fully and effectually as If, instead of Steel Containers, Balmer Lawrie- had been a party thereto.

6. Saving of legal proceedVnes — If, on the appointed day there is pending any suit, arbitration, appeal or other legal proceedings of whatever nature by or against Steel Containers, the same shall not abate, be discontinued or t>e in any way prejudicially aireeted by reason of the transfer to Balmer Lawrie of tne undertaking of Steel Containers or of anvthine contained in this Order, but the suit, arbitration, appeal or other proceedings may be continued, prosecuted and enforced by or against Balmer Lawrie in the same manner and to the same ex- tent as it would or might have be?n continued, prosecuted and enforced bv or against Steel Containers if this Order had not been made.

7. Rights of holders of ordinary shares in Steel Containers.—(1) As soon as m ay be, after the appointed day, Balm'er Lawrie shall allot at par to everv holder of ordinary shares in Steel Containers (other than the shares held in that Company by Balmer Lawrie) one ordinary share of Rs. 100 each in Balmer Lawrie for each group of three fully paid shares of Rs 10 each in Steel Containers held bv him on the date immediately preceding of the appointed day.

(2) The allotment of the said ordinary shares bv Balmer Lawrie to the non- resident shareholders of Steel Containers shall be subject to the approval of ihe Reserve Bank of India under the Foreign Exchange Regulation Act, 1P73 (46 of 1973).

(3) If the allotment of the said shares by Balmer Lawrie in terms of sub- clause (1) involves fractions, then such fractions shall be consolidated and shares so consolidated shall be allotted by the Board of Directors of Balmer Lawrie to any one or more of the Directors of employees of Balmor Lawrie who shall sell the said consolidated shares at such price or prices and upon such terms and conditions as may ba approved by thp Boarrl of Directors of Balmer Lawrie and the net sale proceeds thereof shall be distributed amonj{ the holders of the ordinary shares in Steel Containers who would otherwise have been entitled to such frac- tions in proportion to their respective entitlements.

(41 Balmer Lawrie shall cause a notice to be published in the Gazette of India and send by post to every holder of ordinary shares in Steel Containers whose name is entered on the register of members of Steel Containers on the date fixed by the Board of Directors of Balmer Lawrie under sub-clause (1) a notice giving particulars of the allotment of new shares and the disposal of fractional shares in the manner laid down in sub-clausla (31 and an allotment letter for the new shares allotted as aforesaid,

(5) Every holder of ordinary shares in Steel Containers whose name appears on the register of members of Steel Containers on tho date fixed bv the Board of Directors of Balmer Lawrie in terms of sub-clause (1), shall be entitled On pre- sentation, within such period as may be prescribed In the allotment letter, to Balmer Lawrie of the certificate or certificates in respect of the shates held bv him in Steel Containers on the said date to receive in due course share certificates of Balmer Lawrie in accordance with the provisions of this clause,

(6) Any right specified in sub-clause (5) shall, during the period beginning with the appointed day and ending with the day on which Balmer Lawrie issues fresh share certificates to the holders of ordinary shares in Steel Containers be

transferred in like mannfer as th" shares in Balmwr L>awrl" are transferable and the transferees of such right? 8hall be entitled upon submission of:

(a) the letter of allotment;

(b) the relative share certificate or certificates issued by the Steel Con-

tainers; and

(c) the document of transfer,

•to transfer shares in the same manner and to the same extent as any other holder ol the share ol Balmer Lawrio would have be"n entitled to do so.

8. Provisions with respect to taxation.—All taxes In respect of the profits and gains of the business carried on by Steel Containers before the appointed day shall be payable by Balmer Lawrie to the same extent as they would have been payable by Steel Contnineis if this Order had not been made.

9. Provisions respecting existing officers and other employees.—Every whole-time officer or other employee (not Including directors) employed immediately before the appointed day in Steel Containers shall, as from the appointed day, become an officer or other employee, as the case may be, of Balmer Lawrie and Shall hold his office or service therein by the same tenure and upon the same terms and conditions and with the same rights and privileges as to pension provident fund or gratuity as would have been admissible to him under Steel Containers, if this Order ha_d not been made and shall continue to do so unless and until his employment in Balmer Lawrie is duly terminated or until his remuneration and. conditions of service are duly altered by mutual consent.

10. Provident superannuation, welfare or other funds.—(1) Where a provident, superannuation, welfare or other fund has been established by Steel Containers for the benefit of its employees, the monies and other assets standing to the credit of such provident, superannuation, welfare or other fund shall stand transferred to, and vested in Balmer Lawrie, free from any trust that may have been constituted by Steel Containers in respect thereof.

(2) Balmer Lawrie shall, as soon as mtty be after the date of vesting under sub-paragraph (1), cnnstitutc, in respect of the monies and other assets which are transferred to, and vested in, it under that sub-section, one or more trusts having objects as similar to the objects of the existing trusts as in the circumstances -may be practicable, so, however, that the rights and interests of the beneficiaries of In*¹ trust referred to in sub-paragraph (1) should not, in any way, be prejudiced or diminished.

(3) Where all the monies and other assets belonging to Steel Containers are transferred to and vested in Balmer Lawrie under thii clause, the trustees of such trust shall, as from the date of such vesting stand discharged from the trust except as respects things done or omitted to be done before the date of such vesting.

11. Board oi Directors o* Steel Contataerm.—Ivery director of Steel Con- tainers holding office as such Immediately before the appointed day, thall cease to be a director of Steel Containers on the appointed day, but any sitting fee or other remuneration already received by BAY of the directors of Steel Containers after the appointed day, but before tht date of issue of this Order, shall not be refundable to Steel Containers.

12. Auditors of Steel Containers.—The auditors of Steel Containers holding office Immediately before the appointed day shall cease to be auditors of Steel Containers on the 2flth day of June, 1976.

13. Notwithstanding anything contained In this Order, thp dividend declared and paid by Steel Containers on its ordinary shares in June, 1975, shall be excluded from the provisions of this Order.

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14. Dissolution of Steel Coatainwn.—Subjects to the other provisions of this- Order, as from the appointed day:

(a) Steel Containers shall be dissolved and no person shall make, assert or take any claims, demands or proceedings against Steel Containers or against any director or officer thereof in. his capacity as such, director or oiflcer, except in so far as may be ncccssaiy for enforcing the provisions of this Order; and.

(b) the right of every shareholder to or in respect of any share in Steel Containers shall be extinguished and thereafter no such shareholder shall make, assert or take any claims or demands or proceedings in respect of any such share.

15. Validation.—Anything done or any action taken by the Steel Containers, including any resolution passed by its Board of directors or any action taken- in pursuance of such resolution or any contract entered into with any person, during the period intervening between the appointed day and the date of this Oia"r. shall be deemed to have been done jtaken or entered into by Balhier T^awrle and shall have effect accordingly; and "Shy reference therein to Steel Containers shall be construed as a reference to Balmer Lawrie.

16. Memorandum of Association of Balmer Lawrie.—The Memorandum ot Association of Balmer Lawrie as it stood immediately before the appointed day shall as from that day be altered as specified in the Schedule attached hereto.

17 Registration of the Order by the 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, West Bengal, a copy of this Order together with the printed copy of the Memorandum of Association of Balmer Lawrie as altered hy this Order, on receipt of which the Registrar of Companies, West Bengal shall—

(i) register the Order on payment of prescribed fee by Balmer Lawrie and shall certify under his hand the registration thereof, within one month from the date of receipt of the copy of the Order by him; and

(ii) make necessary alterations in the Memorandum of Association of" Balmer Lawrie.

[No. F. 24/7/75-CLTI11

By Order of the Company Law Board.

P. B. MENON, Member.

THK SCHEDULE (see CLAUSE 15)

Alteration of the Memorandum of Association of Balmer Lawrie:*

In clause 3, after sub-clause (a), the following sub-clause shall be inscted.

namely:

"(aa) To carry on the business of manufacture of drums, barrels, pack- ages, tanks and containers of every description from steel and other metals and of such substances as may furnish materials for such manufacture in all its branches and the business of buyers and seller of, and dealers in, the aforesaid products, steel and other metals and substances".

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PR1HIED BY THE QKNERAL MANAOER, GOVERNMENT Of INDIA FHISS, MINTO ROAD. NEW DELHI AND PUBLIjtlED BY 1HE CONTROLLER OF PUBLICATIONS, DPXHI, 1 9 76