IN RE Vs. MEHTA ENGINEERS LIMITED

JUDGEMENT

(1.) This is a joint second motion petition under Rule 15 of the Companies (Compromises. Arrangements and Amalgamations) Rules. 2016 (for short to be referred here-in-after as the 'Rules') filed by the Transferor Company/Demerged Company and Transferee Company/Resulting Company under Sections 230 to 232 of the Companies Act, 2013 (for brevity the Act') for the sanction of Scheme of Demerger of Mehta Engineers Limited (Transferor Company/Demerged Company) with Mehta Engineers India Private Limited (Transferee Company/Resulting Company) so as to be binding on the petitioner companies, all their members/shareholders, creditors and all other concerned and for issuance of other appropriate orders and directions. The proposed Scheme is at Annexure P-1. The Scheme of Arrangement/Demerger primarily envisages the transfer of Kanganwal unit, situated near village Kanganwal, P.OJugiana, Tehsii and District Ludhiana, Punjab (here-in-after referred to as "Demerged Undertaking") of the Transferor Company into the Transferee Company for better management of the said unit. The Scheme of demerger is in the interest of all the stakeholders of the Petitioner Companies.

(2.) It is stated that the authorised share capital of the Transferor Company is Rs. 8,00,00,000/- (Rupees Eight Crores only) divided into 80,00,000 equity shares of Rs. 10/- each. The issued subscribed and paid-up capital is Rs. 5,53,60,000/- (Rupees Five Crores, Fifty Three Lacs & Sixty Thousand only) divided into 55.36,000 equity shares of Rs. 10/- each. The Transferee Company has authorised share capital of Rs. 1,00,00.000/-(Rupees One Crores only) divided into 10,00,000 equity shares of Rs. 10/-each. The issued, subscribed and paid-up share capital is Rs. 1.00.000/-(Rupees One Lac only) divided into 10,000 equity shares of Rs. 10/- each fully paid-up.

(3.) It is further submitted that the Transferor Company was incorporated on 30.11.1979 and Transferee Company on 21.10.2015. Petitioner No.1 was converted into Public Company w.e.f. 30.07.1994. The Scheme was approved by the Board of Directors of the Transferor Company vide Board Resolution dated 08.10.2016 (Annexure P-4) and by Transferee Company vide Board Resolution of the even date (Annexure P-10) . The copy of Memorandum and Articles of Association with which the Certificate oi Incorporation have been attached are at Annexure P-2 and P-8 respectively.