EICHER GOODEARTH HOLDINGS PVT LTD Vs. STATE

JUDGEMENT

(1.) THIS is a petition under Sections 391 and 394 of the Companies Act, 1956 seeking sanction of the composite Scheme of Arrangement between Eicher Goodearth holdings Pvt. Ltd. (Transferor company no. 1), Eicher Holding Pvt. Ltd. (Transferor company no. 2), Eicher Goodearth Ltd. (Transferee/demerged company), eicher Ltd. (Transferor company no. 3) and Eicher Goodearth India Pvt. Ltd. (Resulting Company ). The Scheme envisages the amalgamation of entire business and undertakings of Transferor companies no. 1and2 with the Transferee/demerged company, the demerger of the Operating Business undertaking of the transferee/demerged company (as defined in Clause 1. 13 of the Scheme) and its subsequent transfer to the Resulting company, and the amalgamation of Transferor company no. 3 with the Residual Transferee/demerged company.

(2.) THE registered offices of all the Transferor companies, the transferee/demerged company and the Resulting company are situated at Eicher house, 12 Commercial Complex, Greater Kailash II (Masjid Moth), New Delhi -110048, that is, within the jurisdiction of this Court.

(3.) THE Transferor company no. 1 was incorporated on 10. 08. 1978. The authorized share capital of the Transferor company no. 1 is Rs. 2,00,000/- divided into 14,870 equity shares of Rs. 10/- each and 513 preference shares of Rs. 100/- each. The issued, subscribed and paid up equity share capital of the Transferor company no. 1 is Rs. 1,05,500/- divided into 10,550 equity shares of Rs. 10/- each.