IN RE: MOHTA BEARINGS LTD. Vs. STATE

JUDGEMENT

(1.) THIS petition has been filed under Sections 391 - 394 seeking for confirmation of the Scheme of Arrangement of M/s. Mohta Bearings Limited (Transferor Company) with M/s. Trishiv Investments Pvt. Ltd. (Transferee Company).

(2.) THE Transferor Company had been incorporated as a Private Limited Company on 29 -10 -1981 with the Jullandar Registrar of Companies, Punjab, H.P. & Chandigarh at Jullandar. The authorized capital of 2,50,000 equity shares of Rs. 10 each was Rs. 25,00,000, the issued subscribed and paid up capital consisting of 2,45,000 equity shares was Rs. 24,50,000. The main object of the Transferor Company was to carry on business of manufacturing, production, fabrication, assembling, selling and dealing in bearings and bushes of all kinds and other related products.

(3.) THE entire share capital of the Transferor Company and the Transferee Company were held by Mohta Family and Company in which they had substantial stake, there was no outside public interest in the shareholdings in both the amalgamating Companies. The Transferor Company had Anshuman Mohta, M.C. Agarwal, Vinod Shah and Richa Anirudh Agarwal as Directors of Transferor Company with nil shareholding except M.C. Agarwal who holds one equity share of Rs. 10, whereas Rajyashree Bhartia, Anshuman Mohta, Ramesh Tapuriah, Raj Ratan Pugalia and Sanjay Kumar Kabra as Directors of the Transferee Company with nil shareholding except Anshuman Mohta who holds 5500 equity shares of Rs. 10 each. The Directors have consented for amalgamating of Companies to have a common Board and a diversified product range.