GOVERNMENT OF TAMIL NADU

Abstract

State Transport Undertaings - Restructuring - Package of Proposals - Amalgamation into Seven Corporations - Orders issued.

TRANSPORT (T1) DEPARTMENT

G.O.Ms.No.114                                                                                                                            Dated 8.5.1997

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1. G.O.Ms.No.43, Transport (DO1) Department dated 21.2.1997

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From the Managing Director, Pallavan Transport Consultancy Services Ltd., D.O.Lr.No.30/MD.PC/PTCS/97, dated 31.1.97

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ORDER;

The Government, as a measure of restructuring of the Transport

Corporations in Tamil Nadu, decided that the existing 21 State Transport Undertakings be amalgamated into seven Transport Corporations and that the Government's decision in this regard was already conveyed in G.O.Ms.No.43 Transport dated 21.2.97. As a first step, the Government also directed in the said order that the Pallavan Transport Corporation Ltd. and Dr.Ambedkar Transport Corporation Ltd, be amalgamated as Chennai Transport Corporation and that the Thiruvalluvar Transport Corporation Ltd., and Rajiv Gandhi Transport Corporation Ltd., be amalgamatedas Tamil Nadu Transport Corporation. The Government considered further, the various aspects of amalgamation such as the steps to be taken under Companies Act, naming of the new Corporations, fixing the headquarters of the new Corporations and other consequential reforms to be made.

The Government after careful consideration issue the following directions:

** (As already ordered in G.O.Ms.No.43 Transport dated 21.2.1997

The Other Organisational changes aimed at for toning up of the administration of State Transport Undertakings will be made by the Common Managing Directors in an uniform manner once the amalgamation is over.

This order issues with concurrence of Finance Department vide U.O.Note No.780/FS/97 dated 21.2.97

(BY ORDER OF THE GOVERNOR)

V.MADHAVAN NAIR

SECRETARY TO GOVERNMENT

To

The Managing Directors of all State Transport Undertakings

The Joint Managing Director, Transport Development Finance Corporation Ltd.Chennai

The Director, Institute of Road Transport, Chennai-113

The Managing Director, Pallavan Transport Consultancy Services Ltd., Chennai-6.

The Transport Commissioner, Chennai-5.

All District Collectors.

The Executive Director, Association of State Transport Undertakings 811 Ashok Estate, New Delhi.

Copy to:

The Secretary to Chief Minister, Chennai-9.

The Senior P.A. to Minister (Transport)

The Accountant General-I, Chennai-18

The Accountant General-II, Chennai-9.

All Sections in Transport Department

The Finance (BPE) Department, Chennai-9

The Law Department, Chennai-9

The Home (Transport) Department, Chennai-9

The PS to Secretary, Transport Department, Chennai-9.

The General Manager, Chairman's Office, Transport Department,Chennai-9

/Forwarded by order/

Section officer.

ANNEXURE

GUIDELINES FOR AMALGAMATION OF GOVERNMENT COMPANIES UNDER SECTION 396 OF THE COMPANIES ACT 1956

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1. Prepare the detailed scheme of amalgamation of the two or more companies in public interest.
2. Ensure that the aforesaid scheme of amalgamation is prepared by both the two or more companies which are being amalgamated as per the said scheme.
3. Convene a Board Meeting of each of the two or more Government companies which are being amalgamated in public interest, by giving notice to all the directors of the respective companies as per Section 286.
4. In the aforesaid Board Meeting, have the draft scheme of amalgamation approved and also have one of the directors authorised to make the application to the Central Government under Section 396.
5. Obtain no objection letter from the concerned State Government in which the companies belong to, for having the amalgamation of those companies offected in public interest.
6. Convene a General Meeting of each of the companies which are being amalgamated by giving at least twenty-one days notice with relevant explanatory statement before the date of such meeting (Section 171(1) read with Section 173(2).
7. In the aforesaid General Meeting have the scheme of amalgamation as approved by the Board of Directors, approved by themembers.
8. Have an application made by eachone of the amalgamating Government companies in their respective letter heads, as there is not prescribed form, to the Central Government under Section 396 and address each of the applications to the Additional Secretary Department of Company Affairs, Shastri Bhavan, 5^th Floor, 'A' Wing, Dr.Rajendra Prasad Road, New Delhi 110 001 and attach the following documents:

1. Certified true copy of the scheme of amalgamation
2. Certified true copy of the Board Resolution approving the scheme of amalgamation;
3. Certified true copy of the Board resolution giving authority to one of the directors, to file the application;
4. Certified true copy of the Memorandum and Articles of Association of the Company;
5. Certified true copies of the latest audited balance sheet and profit and loss account with Directors' and Auditors' Report for the last three financial years;
6. Certified true copy of the No Objection Letter from the concerned State Government
7. Demand draft favouring "Pay and Accounts Officer, Department of Company Affairs, New Delhi", and payable at New Delhi evidencing payment of the requisite application fee prescribed under the Companies (Fees on applications) Rules; 1968, on the basis of authorised share capital of the company.

1. After considering the applications from two ormore amalgamating Government companies, the Central Government will send the draft of the order of amalgamation to the concerned companies.
2. After waiting for two months from the date of receipt of the draft order of amalgamation bythe concerned companies, if there is no objection from any one of them within that time, the Central Government will notify the order of amalgamation in the Official Gazette in public interest.
3. The aforesaid order will provide for the amalgamation of those companies into a single company with such constitution, with property, powers, rights, interests, authorities and privileges and with suchliabilities, duties and obligations as may be specified in the order.

/true copy/