REGISTERED No. D-(D)-72
The Gazette of India
EXTRAORDINARY
PART II-Section 3—Sub-section (ii)
PUBLISHED BY AUTHORITY
NO 128] NEW DELHI, FRIDAY, MARCH 18,1977/PHALGUNA 27, 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)
ORDER
New Delhi the 18th March 1977
S O 241 (E).—Whereas, Messrs Kerala State Small Industries Corporation Limited, Trivandrum, incorporated on the 21st July, 1981, is a Government com- pany as defined under section' 617 of the Companies Act, 1956 (1 of 1956), the shares of which are wholly owned by the State Government of Kerala and is presently carrying on business in running a few industrial units at different industrial estates in the State of Kerala and processing and providing source raw materials to small scale industries and selling on hire-purchase various items of plant and machinery required for the setting up and development of small scale industries in the said state;
( 1203 )
1204 T HE GAZETTE OF INDIA EXTRAORDINARY PART II^SJEC 3(11'AND WHEREAS Messrs. Kerala Employment Promotion Corporation Limited, Tnvandrum, incorporated on the 28th January, 1974 also a Govern- ment company, wholly owned by the State Government of Kerala, is presently engaged in the setting up and locating entrepreneural talent, and assisting in the promotion of industries with accent on creating more job opportunities and helping the vast educated unemployed In the State to find job openings,
AJSfD WHEREAS the Kerala State Small industries Development and Employ- ment Corporation Limited, Trivandrum, incorpora+ed on the 6th November, 1975, also a wholly owned Government company, in which shares are wholly owned and held by the State Government of Kerala, and has been set up with 8 viev^ to effect a complete reorganisation and overhauling of the existing set-up for small scale Industries development and building up the necessary intra structure and all essential services needed for planned and speedy growth of small-scale industries;
AND WHEREAS the Government of Kerala has entrusted the Kerala State Small Industries Development and Emplovment Corporation Limited, with a massive programme of setting up, promoting and assisting in the setting up of 10,000 small scale industries in the Sto'e within a period of five year3 and to achiPve the said objective. Government of Kerala has vide G O MS No. 249/75- TD dated fte 1st October 1975 ordered amalgamation of the Kerala State Small Industries Corporation Limited and Kerala Employment promotion Corporation Limited, with the Kerala State Small Industrie^ Development and Employment Corporation Limited;
AND WHEREAS the Government of Kerala by their letter No 28127/D4/15/ID, dated the 24th October, 1975, applied to the Company L aw Board for making an order in terms of section 396 of the Companies Act, 1956 (1 of 1'956), which application was examined and a draft of the Order proposed to he issued under Kiat section, was sent in draft to each of the three companies who are parties to the proposed amalgamator a nd was given sufficient opportunity to forward their suggestions and objections, and whereas the Company Law Board is satisfied that it is in the public interest that aH the three government companies engaged ii the development of small scale industries and also employment promotion should be amalgamated into a single company,
Now, therefore, m exercise of the powers conferred by sub-sections (1) and (2)
s
of section 396 of the Companies Act, 1956 (1 of 1956} read with the notification of Goverrment of India in the DfR^rtmcnt of Company Affairs No GSR 443(E) dated the 18th Octobei, 1972 the Company Law Board hereby nrikeo the following order namely —
1 Short title—This Order may be called the Kerala Small Industries and Development Promotion Corporation Amalgamation order 1977
2 Definitions —In this Order, unless the context otherwise requires
fal 'Appointed day' means the day on which the order is- notified in the Official Gazette;
(b) 'Transferor companies' means Ihe Kerala State Small Industries Cor- porator Limited, and the Kerala Emp'oym^nt Promotion Corpo- ration Limited,
(c) Transfeiee company' means the Kerala State Small Industries Deve-
lopment and Employment Corporation Limited
ji Amalgamation of lh" Companies—As from the appointed day. the entire nndertukmp ot 1he trmsteior comn m ic *uhi
1205
Explanation— The undertakings of the transferor companies shaU include all rights, powers, authorities and privileges and all property, movable and immovable, including cash balances, reserves revenue, revenue balances, invest- ment and all other interest and rights in or arising out of such property aa may belong to, or be in the possession of, the transferor companies immediately before the appointed day and all books, accounts and documents, relating thereto, and also debts, liabilities and obligations of whatever kind then existing of the transferor companies
4 Transfer of certain items "' property,—For the purposes of this order all the profits or losses, if any, or both, of the transferor companies as On the appointed day and the revenue reserves or deficits, if any, or both, of the trans. feror companies when transferred to tthe transferee company under the scheme of amalgamation and under the provisions of this order, shall respectively form part of the profits, or losses, jf any, or both, and the revenue, reserves or deficits as the case may be, of the transferee company resulting from the amal- gamation.
5. Savings of contracts etc—Subject to the other provisions contained in this Order, all contracts, deeds, bonds, agreements and oiher instrumertq of whatever nature to which the transferor companies are parties ,ind uibsislmg or having effect Immediately before the appointed day shall be of full force and effect against or in favour of the transferee company, as the casp may be, and may be enforced as fully and effectually as if, instead of the transferor companies the transferee company has been a party thereto.
6. Savinjr of legal proceedings.—If on the appointed day, any suit, appeal or other legal proceedings of whatever nature bv or against the transferor com- panies be pending, the same shall not abate, be discontinued or be m any way preiudiciallv effected bv rpapon of the transfer to tansfpr^e company, or of anything contained in this, Order, but the suit, appeal or other proceedings may be continued and enforced bv or against the transferee companv in the same manner and to the same extent as it would or mav be continued prosecuted and enforced by or against the transferor companies if this Order had not been made.
7 Terms of transfer as respect shareholders in the Transferor companies (i) In consideration of the transfer aforesaid under rlaur.es 3 and Ji as soon as may be, after the appointed dav, the Transferee company shall allot to every person registered as a shareholdpr in the Transferor rorao imps immediately before the appointed dav as many share in I he Transferee rompanv as are equivalent in face value if the shores held bv him in the Transferor companies immediately, before the appointed day
(ii) The Transferee compan" shall send bv post to every person whosp name k entered immediately before the appointed dav m the R P ^ I SW of SVw'-'hoWrs in the Transferor companies n notice, giving parVulars ns to th^ allotment of new shares to him and an allotment lcttpr~for tht1 new shares
(ni) Every shareholder in the transferor companies whose name appear^ in the Register of Members In the Transferor companies immediately before the appointed day. shall be entitled on presentation within two months from the day of receipt of the notice referred to in sub-clan^ Till ih~ allotment letter and the share certificates in respect of the shares hold bv him in th" Transferor companies to receive in due courSP phares-nertifiratp^ from the Transferee com. panv in respect of the shares allotted to him
(iv) Any rteht specified in sub-clause Oii) shall during the period beginning with the appointed day, an^ ending with the day immediately receding the day on which the Transferee company issues fresh sham certificates! to the share- holders of tfif Transferor companies be transferable in like manner as the shares Tn the Tran>tferee rompflnv are transferable, and tlV transferee of such
I2o6 T HE GAZETTE OF INDIA EXTRAORDINARY PABT II—SEC. 8(ufcright shall be entitled on presentation within thirty days from the date of transfer of the letter of allotment, the relative share certificates, in the Transferor companies and tlhe documents of transfer, to receive share certificates from the Transferee company in the same manner and to the same extent, as transferee would have been entitled.
8. Provisions with respect to taxation—All taxes in respect of the profits and gains of the business carried on bv the Transferor companies before the appoint- ed day shall be payable by the Transferee company to the same extent as they would have been payable bv the Transferor companies if this Order had not been made.
9 Provisions respecting existing officers and other employees of the Trans- feror Companies.—-Every officer or other employee (including within that ex- pression the auditors but excluding therefrom the directors of the Tansferor companies), employed immediately before the appointed day in the Transferor companies shall, as from the appointed day, become an officer or other employee, &3 the case may be, of the Transferee company, and shall hold his office or ser- vice therein by the same tenure and upon the same terms and conditions and with the same rights and privileges as he would have held the same under the Transferor companies if this Order had not been made and shall continue to do Bo unlesg and until he is duly removed from his employment m the Transferee company or until the conditions of employment are duly altered by mutual con&ent or in accordance with the prescribed procedure m this behalf.
10 position of Directors—Every director of the Transferor companies holding office aa such immediately before the appointed day shall cease to be a director of the said companies on the appointed day
11, Dissolution of ttie Kerala State Small Industire, Corporation Limited, and Kerala Employment Promotion Corporation Limited—(a)Subiect to the other provisions of this order as from the appointed day, the Kerala State Small Indus- Tries Corporation Limited and the Kerala Employment Promotion Corporation Limited shall be dissolved and no person shall make, issert or take any claims, demand- or proceedings a^ainit the dissolved companies or against any director or anv 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; and
(b) The right of every shareholder to or in respect of any share in the dis- solved companies shall be extinguished and thereafter no such shareholder shall make, assert or take anv claims or demands or proceedings in respect of anv such share
12 Registration erf the Order fov the Registrar of Companies—The Company Liw Board shall, as soon as may be after the issue of this order send to the Rp^istrar of Companies, Kerala n copy of this Order together with the printed cony of the Memorandum of Association of Messrs Kerala State Small Indus- tries Development and Employment Corporation Limited;
On receipt of which the Registrar of Companies, Kerala, rfiall: —
di register the Order on payment of the prescribed ice by the Transferee company and certify under his hand the registration thereof within one month from the date of receipt of a copy of the Order, and
(li) make necessary alterations if any, in the Memorandum of Association of the Transferee company
fNo 24/28/75-CL 1171
New Delhi,
P. B MENON,
Dated 15th March, 1977 Member, Company Law Board