K. Kannan, J.
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 Transferee-Company had also been incorporated as a Private Limited Company on 13-9-1985 with the Registrar of Companies of NCT of Delhi and Haryana at New Delhi against the authorised capital of Rs. 20 lakhs secured through 2,00,000 equity shares of Rs. 10 each, the issued, subscribed and paid up capital through 1,73,100 equity shares was Rs. 17,31,000. The object of the Transferee Company detailed in Memorandum and Articles of Association, inter alia, was : (i) to acquire and hold shares, stocks, debentures, debenture stocks, bonds, obligations and securities issued or guaranteed by any company constituted or carrying on business in India or elsewhere; (ii) to make loans or guarantees and provide securities to other companies; (Hi) to carry on business of farming, horticulture, floriculture etc. The company was essentially in the business of money-lending and earning interest income and also deriving income from real estate business.
4. 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.
5. M/s. Rattan Gupta & Co., Chartered Accountants having their office at Delhi, who are the statutory auditors of the Transferor Company and the Transferee Company, upon a reference by the management of the amalgamating Company have made a due diligence report and opined a fair exchange ratio between the shares of two companies in such a way that the Transferee Company shall issue at par and allot to the shareholders of the Transferor Company in proportion of one equity share of Rs. 10 each in the equity capital of the Transferee Company credited as fully paid up for every 4.5 equity shares of Rs. 10 each fully paid in the equity share capital of the Transferor Company. The name of the amalgamated Company would be Trishiv Investments Pvt. Ltd. (TIPL). The respective resolutions of the Transferor Company and the Transferee Company by the respective Board of Directors have been placed on record and the Scheme which was drafted was considered and filed before the Hon'ble Court of Delhi under Sections 391 - 394 for convening meeting of Shareholders and Directors for the said purpose.
6. By order dated 13-3-2008, this Court pleased to order the holding of the shareholders' meeting on 26-4-2008 under the Chairmanship of Sh. Raghujit Singh Madaan, Advocate, failing him Sh. Amit Jhanji, Advocate. However, no meeting of the secured creditors was ordered as the petitioner-Company has no secured or unsecured creditors. The meeting was accordingly held and the copy of the report has also been filed and already put on record of Company Petition No. 20 of 2008. The report of the Chairman had been taken on record and an order was passed on 18-7-2008 by this Court directing the Companies to file second motion petition and seek for confirmation of the Scheme of Arrangement. The Hon'ble Delhi High Court has already passed an order dated 27-5-2008 dispensing with the meeting of shareholders and secured creditors of the transferee company. The notice of the petition of second motion was served on Regional Directors, Ministry of Corporate Affairs, Nodia exercising the power of the Central Government and advertisements had also been issued in two newspapers as well as in the Official Gazette of Government of Punjab. Notices had also been issued to the Official Liquidator attached to the Company under Section 394 of the Companies Act, 1956.
7. On consideration of all the relevant facts and the procedural requirements under Sections 391 - 394 of the Companies Act and the relevant rules and on due consideration of the report of Regional Director, which has been filed on 10-12-2008, I am of the opinion that the Scheme of Amalgamation as proposed deserves to be approved in the manner it was filed and approved in the meetings conducted as per the order of the Court. The Central Government has also reported that M/s. S. Chadha Associates, Chartered Accountants have scrutinised the books of account and other relevant records and reported that the affairs of the Transferor Company have been conducted in such a way that it is not prejudicial to interest to its members or to public interest. The Chartered Accountants have stated that undertakings of compliance of AS 14 of the Institute of Chartered Accountants of India should be taken and in compliance of such directions Company has also given such an undertaking.
8. The petition is accordingly ordered as prayed for approving the Scheme of Amalgamation subject to the sanctioning of Scheme by Delhi High Court.
9. A certified copy of this order shall be filed with the Registrar of Companies within 14 days of the order in Form No. 41. The Scheme shall be binding upon all concerned including the shareholders of the petitioner/Transferor Company and the Transferee Company.