Permod Kohli, J. - (1.) THIS is second motion petition under Section 394 read with Section 100 of the Companies Act, 1956 and rule 79 of the Companies (Court) Rules, 1959, for sanction of the scheme of arrangement/reconstruction/reorganisation of the transferor company - M/s. Niranjan Singh Kartar Singh Forgings P. Ltd., and the transferee companies - M/s. NKH Hammers P. Ltd., M/s. NKH Alloys P. Ltd., M/s. Gurman Machine Tools P. Ltd., M/s. R.G. Knitwear P. Ltd., M/s Jaissons Engineering P. Ltd., M/s. Dynamic Forgings P. Ltd., and M/s. Amarjit Alloys and Rolling Mills P. Ltd., as per the scheme (annexure P3).
(2.) PETITIONER No. 1 is the transferor/demerged company whereas the companies listed at Sr. Nos. 1 to 7 in the cause title are the transferee companies who are to take over various units of transferor 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 August 6, 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 January 19, 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 stand paid and pursuant thereto, a fresh Company Petition No. 22 of 2007 under Section 391 was filed in this court. Vide order dated March 15, 2007, this court dispensed with the necessity of convening meetings of the equity shareholders of the petitioners -companies as well as the unsecured creditors of the transferor company for approving the proposed scheme of arrangement/reconstruction/reorganization. Further, liberty was granted to file petition under Section 392 of the Companies Act read with rule 79 of the Rules. The transferor/demerged company was incorporated on February 4, 1974, by S. Niranjan Singh and S. Kartar Singh, since deceased, both brothers and son of late Shri S. Budha Singh and his son S. Hira Singh. Later on, their family members joined the business and with the passage of time, they formed and incorporated various companies and partnership firms and expanded their business activities. Over a passage of time, the families of S. Niranjan Singh and S. Kartar Singh grew and their grandchildren also joined the business and became shareholders and directors in the transferor company. It appears that due to some differences and disputes amongst the members of the families representing different groups, the families entered into a family settlement/memorandum of understanding amongst the shareholders of the transferor and transferee companies for distribution of their assets and segregation of their business. The present scheme of arrangement/reconstruction/reorganisation has been prepared with a view to implement the family arrangement between the shareholders of the transferor and transferee companies.
(3.) THE transferor company M/s. Niranjan Singh Kartar Singh Forgings P. Ltd. (M/s. NSKS P. Ltd.) was incorporated on February 4, 1974, under the Companies Act, 1956, with the Registrar of Companies, Punjab, HP and Chandigarh at Jalandhar city. The word "private" was deleted on March 2, 1987, under Section 43A of the Companies Act, 1956, being construed as deemed public company. However, the word "private" was restored vide order of the Registrar of the Companies dated October 19, 1987. The transferor/demerged company is having its registered office at Radha Swami Satsang, Ghar Street, Chandigarh Road, Ludhiana. The authorised share capital of the company as on March 31, 2006, is Rs. 50,00,000 consisting of 46,000 equity shares of Rs. 100 each aggregating to Rs. 46,00,000 and 4,000 redeemable cumulative preference shares of Rs. 100 aggregating Rs. 4,00,000. Issued and paid -up share capital as on March 31, 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 "I"/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 October 26, 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 manufactures, 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 implements and all kinds of machinery, tools, brass foundry metal workers, boiler makers, metallurgists and all kinds of rolling works, including bolts, nuts, revots, washers, screws, rods, bars, pipes, wires and all kind of ferrous and non -ferrous, rolling works.;