EICHER INVESTMENT PRIVATE LIMITED Vs. STATE

JUDGEMENT

(1.) THIS Petition has been filed by the Petitioner Companies under Sections 391-394 of the Companies Act, 1956 praying for the sanction of the Scheme of amalgamation of M/s Eicher Investments Private Limited (Transferor Company) and M/s Eicher Goodearth Private Limited (Transferee Company)

(2.) THE registered office of both the Transferor Company and the Transferee Company is situated at Delhi and is therefore within the Territorial Jurisdiction of the Court.

(3.) THE Transferee Company was incorporated on 03.12.2007 in the name and style of "EICHER GOODEARTH INDIA PRIVATE LIMITED name of the Transferee Company in consequence of special resolution in terms of Section 31& 21 of the Companies Act , 1956 From "EICHER GOODEARTH INDIA PRIVATE was changed LIMITED" to "EICHER GOODEARTH PRIVATE LIMITED "A fresh Certificate of Incorporation for change of name of the company has been obtained on 14.05.2008 from Registrar of Companies, NCT of Delhi & Haryana. At present, the Authorized Share Capital of Transferee Company is Rs.57,00,00,000/ - (Rupees Fifty Seven Crore Only ) divided into 1,00,000/- (One Lakh ) equity shares of Rs. 100/- (Rupees Hundred Only) each with voting rights and 56,00,000/-( fifty Six Lacs ) redeemable Cumulative preference share of Rs 100/- (Rupees Hundred Only each). The Issued, subscribed and Paid Up share capital of Transferee Company is Rs. & 78,81,600/- (Rupees Seventy Eight Lac Eighty One Thousand six hundred only ) divided into 78,816/-( Seventy Eight Thousand eight hundred sixteen ) equity shares of Rs. 100/- (Rupees Hundred Only) each with voting rights, fully paid up. However by a circular resolution, dated 31st March 2011, of the Board of Directors of the Transferee Company has approved redemption of 1000(8%) redeemable preference share of Rs. 100/- each fully paid up along with dividend at the rate of 8% and paid on 18.04.2011.