IN RE: PUNJAB TRACTORS LTD. Vs. STATE

JUDGEMENT

(1.) THIS application has been filed under Sections 391 - 394 of the Companies Act, 1956 for sanctioning and approval of the Scheme of Amalgamation between the Punjab Tractors Limited having its office at Phase IV, Industrial Area, S.A.S. Nagar (Mohali), Punjab and M/s Mahindra and Mahindra Limited, Gateway Building, Apollo Bunder, Mumbai -400001. The application has been filed at the instance of Punjab Tractors Limited called the transferor company pursuant to the decision of Shareholders' meeting.

(2.) FROM the reading of petition and with reference to the documents, it is clear that the transferor company had been incorporated on 27 -6 -1970. M/s Mahindra and Mahindra Limited (called the transferee company or M&M) had acquired 63.33 per cent stake in the transferor company through a negotiated deal while 1.31 per cent stake had been held by Mahindra Holdings & Finance Limited (MHFL), the wholly owned subsidiary of M&M, which had been subsequently amalgamated with M&M with effect from 11 -8 -2008. As on date of the application, M&M held 64.64 per cent of the equity share capital of the petitioner -Company. The authorised capital of the transferor company was Rs. 75 crores and the issued, subscribed and paid capital was Rs. 60,75.57 lakhs consisting of 6,07,55,700 equity shares of Rs. 10 per share. Out of the above, 3,92,70,165 equity shares had been held by the transferee company.

(3.) THE rationale of the Scheme of Amalgamation spelt out: