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TMI Blog2007 (12) TMI 294X X X X Extracts X X X X X X X X Extracts X X X X ..... or-company/demerged company whose units are being hived off, transferred and segregated with the transferee-companies. Earlier the transferor-company has filed a joint Company Petition bearing No. 93 of 2004 under section 391(1) of the Companies Act for sanction of scheme of arrangement, reconstruction/reorganisation of the transferor-company with the transferee-companies. The said petition was disposed of by this Court vide order dated 6-8-2004, with liberty to file a petition under section 394 of the Companies Act, read with rule 79 of the Companies (Court) Rules, 1959. Thereafter, another C.A. No. 43 of 2006 came to be filed for withdrawal of the Company Petition No. 93 of 2004 with permission to file fresh petition on the ground that the scheme of arrangement had been based upon misunderstanding between the family members, and was not made in conformity with memorandum of understanding. This Court allowed the Company Application No. 43 of 2006 vide its order dated 19-1-2006 and liberty was granted to the petitioners to file fresh petition on the same cause of action in tune with the memorandum of understanding on payment of costs of Rs. 50,000 as awarded in the petition. Costs ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 00 redeemable cumulative preference shares of Rs. 100 aggregating Rs. 4,00,000. Issued and paid-up share capital as on 31-3-2006, is Rs. 30,00,000 consisting of 26,000 equity shares of Rs. 100 each aggregating Rs. 26,00,000 and 4,000 redeemable preference shares of Rs. 100 each aggregating Rs. 4,00,000. The entire shareholding has been held, owned and controlled by NSKS family, out of which 50 per cent of the shareholding is held by group "I"/group "A" and 50 per cent of the shareholding is held by group "II"/group "B". It is not necessary to give details of the shareholdings held by individual family members. It has also come on record that 600 equity shares of Rs. 100 each aggregating Rs. 60,000 were held by Ms. Charan Kaur, wife of late Shri Kartar Singh, who expired on 26-10-2001 and after her demise her shares stand transmitted to her three sons in equal proportion. The objects for which the transferor-company was established include to carry on business of manufacturers, importers, sellers, purchasers and dealers in all kinds of forgings, hammers, presses and other forging machinery and castings, steel makers, steel converters, plate makers, manufacturers of agricultural impl ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... bjects incidental and ancillary to the attainment of the main objects of the memorandum of association. The board of directors in their meeting held on 2-8-2006, agreed to accept the scheme of arrangement/demerger/segregation/appropriation of its assets and further authorised S. Hira Singh to represent the company in the matter of proposed scheme. It has two equity shareholders, i.e., Shri Niranjan Singh and S. Hira Singh, each having 5,000 equity shares of Rs. 10 each. Both the shareholders have conveyed no objection for the proposed scheme by filing their affidavits. 6. The transferee-company-2, M/s. NKH Alloys (P.) Ltd., was incorporated on 5-8-2003, under the Companies Act, 1956, with the Registrar of Companies, Punjab, HP and Chandigarh at Jalandhar City. Its registered office is situated at Radha Swami Satsang, Ghar Street, Chandigarh Road, Ludhiana. The authorised share capital of the company as on 31-3-2006, is Rs. 4,00,000 consisting of 40,000 equity shares of Rs. 10 each. Its issued and paid-up share capital as on 31-3-2006, is Rs. 1,00,000 consisting of 10,000 equity shares of Rs. 10 each. Its entire shareholding has been held, owned and controlled by NSKS family and 10 ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... M/s. Niranjan Singh Kartar Singh Forgings (P.) Ltd. The board of directors of the company vide its resolution dated 2-8-2006, gave their acceptance to the proposed scheme. This company has two equity shareholders, i.e., S. Sarabjit Singh having 1,000 equity shares and Smt. Sharanjit Kaur having 9,000 equity shares of Rs. 10 each. Both the shareholders have given no objection by their affidavits to the proposed scheme. 8. Transferee-company-4 M/s. R.G. Knitwear (P.) Ltd., was incorporated on 5-8-2003, under the Companies Act, 1956, with the Registrar of Companies, Punjab, HP and Chandigarh at Jalandhar City. Its registered office is situated at Radha Swami Satsang, Ghar Street, Beant Pura, Chandigarh Road, Ludhiana. Its authorised share capital as on 31-3-2006, is Rs. 1,00,000 consisting of 10,000 equity shares of Rs. 10 each. Its issued and paid-up share capital is Rs. 1,00,000 consisting of 10,000 equity shares of Rs. 10 each. Its entire shareholding has been held, owned and controlled by NSKS family and 100 per cent of the shareholding is held by group "I"/group "A". It was incorporated for the achievement of the objects as contemplated in the memorandum of association of the tr ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ate makers, steel converters, etc. The board of directors has in their meeting resolved to accept the proposed scheme vide its resolution dated 2-8-2006. It has two equity shareholders, i.e., S. Kulwant Singh having 9,900 equity shares and Smt. Ranjit Kaur having 100 equity shares of Rs. 10 each. Both the shareholders have given no objection through their affidavits for the proposed scheme. 10. Transferee-company No. 6-Dynamic Forgings (P.) Ltd. (Dynamic) was incorporated on 7-8-2003, under the Companies Act, 1956, with the Registrar of Companies, Punjab, HP and Chandigarh at Jalandhar City. Its registered office is situated at 1-A, Industrial Area "A", Link Road, Ludhiana. Its authorised share capital as on 31-3-2006, is Rs. 10,00,000 consisting of 1,00,000 equity shares of Rs. 10 each. Its issued and paid-up share capital as on 31-3-2006, is Rs. 1,00,000 consisting of 10,000 equity shares of Rs. 10 each. Its shareholding has been held, owned and controlled by NSKS family and 100 per cent of the shareholding is held by group "II/group "B". It has two equity shareholders, i.e., S. Sharan Singh having 5,000 equity shares and Smt. Surjit Kaur having 5,000 equity shares of Rs. 10 eac ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ed the reputation and goodwill of the family and all the companies in the general public and if allowed to continue will further create its adverse impact upon the companies, its shareholders and will also be against the public interest. The arrangement aims at bringing harmony in the family besides, providing opportunity to different groups/individuals in implementing their own independent ideas in carrying on the business activities and to exploit their individual and group potential without any conflict of opinion and interference from each other. This will ensure a public growth of the companies and will also be in public interest. 14. On filing this petition, notice of the same was directed to be published in The Tribune (English), Punjab Kesri (Hindi) and Punjab Government Official Gazette besides notices were issued to Regional Director, Department of Company Affairs and the Official Liquidator attached to this Court, vide order dated 5-4-2007, passed by this Court. Affidavit of publication has been filed. The report/affidavit of the Official Liquidator as also the Regional Director has also been received. The Regional Director raised an objection to the sanction of the sch ..... 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