MAX ESTATES LIMITED Vs. MALSI ESTATES LIMITED

JUDGEMENT

(1.) THE present petition under Section 391(2) read with Section 394 of the Companies Act, 1956 (hereinafter to be referred as 'the Act') is for sanction of Scheme of Amalgamation between Max Estates Limited (hereinafter to be referred as "the transferor company") and Malsi Estate Limited (hereinafter to be referred as "the transferee company").

(2.) MALSI Estates Limited, the transferee company, was incorporated on January 04, 1999 as a Private Limited Company under the provisions of the Act. Subsequently, on January 25, 1999 the transferee company became a Public Limited Company with its registered office at Bhai Mohan Singh Nagar, Rail Majra, Tehsil Balachaur, District Nawanshahr. The authorised share capital of the transferee company as on August 01, 2006 was Rs. 5,00,000/ - divided into 50,000 equity shares of Rs. 10/ - each whereas issued, subscribed and paid up share capital was Rs. 5,00,000/ - divided into 50,000 equity shares of Rs. 10/ - each.

(3.) IT has been pointed out that both the transferor and transferee companies are closely held public limited companies under the same management and their shares are not listed on any Stock Exchange in India and both the companies are wholly owned subsidiary companies of M/s Malsi Holdings Limited, a company incorporated under the Act and having its registered Office at MAX House, 1, Dr. Jha Marg, Okhla, New Delhi.