Delhi High Court
Hcl Corporation Ltd vs Guddu Investments (Pondi) Pvt Ltd on 19 November, 2010
Author: Sanjiv Khanna
31.
*IN THE HIGH COURT OF DELHI AT NEW DELHI
+ COMPANY APPLICATION (M) NO. 205/2010
Date of decision: 19th November, 2010
HCL CORPORATION LIMITED ..... Transferor Company.
AND
SLOCUM INVESTMENTS (DELHI) PRIVATE LIMITED .....
Transferee Company.
AND
GUDDU INVESTMENTS (PONDI) PRIVATE LIMITED.......
Resultant Company.
Through Mr. Mahesh Aggarwal, Mr. Bhagvan
Swarup Shukla & Mr. Rajeev Kumar,
Advocates.
CORAM:
HON'BLE MR. JUSTICE SANJIV KHANNA
O R D E R (ORAL)
1. This first motion under Sections 391and 394 of the Companies
Act, 1956 (Act, for short) has been filed by HCL Corporation Limited
(hereinafter referred to as the transferor company), Slocum Investments
(Delhi) Private Limited (hereinafter referred to as the transferee
company) and Guddu Investments (Pondi) Private Limited (hereinafter
referred to as the resultant company) in respect of the scheme of
amalgamation and arrangement, which has been enclosed as Annexure C
to this application.
2. It is stated in the application that the transferor company is the
holding company of the transferee company and the scheme envisages
merger of the transferor company into the transferee company but a part
of the transferee company is proposed to be merged with the resultant
company. In the application, details of authorized, subscribed and paid
up share capital of the three applicant companies has been stated. Copy
of the latest audited balance sheets of the three applicant companies have
COMPANY APPLICATION (M) NO. 205/2010 Page 1
also been filed.
3. Along with the application, the three applicant companies have
enclosed copy of the Resolutions passed by the Board of Directors of the
three applicant companies approving the proposed scheme of
amalgamation. It is stated in the application that no proceedings under
Sections 235 and 251 of the Act are pending against the three applicant
companies.
4. The transferor company has ten shareholders and no secured
creditor as per the averments made in the application. The transferor
company has filed certificate issued by a Chartered Accountant in which
it is stated that the transferor company does not have any secured
creditor. The transferor company has two unsecured creditors to whom
Rs.43,27,065/- is payable. The transferor company has obtained consent
of the said two unsecured creditors, which have been enclosed at pages
320 to 322. In view of the consent given by the shareholders and the
unsecured creditors of the transferor company, the need and requirement
to call for meeting of the shareholders and unsecured creditors of the
transferor company is dispensed with. As the transferor company does
not have any secured creditor, meeting of the secured creditors is not
required to be held.
5. The transferee company has four shareholders as per the list
enclosed and the said shareholders have given their consents/no
objection certificates. The transferee company has no secured creditor
and has one secured creditor. Certificate of a Chartered Accountant has
been filed in support of the aforesaid statement that the transferee
company does not have any secured creditor and has only one unsecured
creditor. The unsecured creditor has given his consent, which has been
enclosed with the application. In these circumstances, the need and
requirement to convene and hold meeting of the shareholders and
unsecured creditor of the transferee company is dispensed with. Meeting
of the secured creditor of the transferee company is not required as the
transferee company does not have any secured creditor.
6. The resultant company has four shareholders and the said
COMPANY APPLICATION (M) NO. 205/2010 Page 2
shareholders have given their consents/no objection certificates to the
proposed scheme of amalgamation, which have been enclosed at pages
310 to 315. The resultant company does not have any secured creditor as
per the certificate of a Chartered Accountant and as per the averments
made in the application and has one unsecured creditor, who has given
his no objection certificate/consent to the proposed scheme. In these
circumstances, need and requirement to call for meetings of the
shareholders and unsecured creditors of the resultant company is
dispensed with. Meeting of secured creditors of the resultant company is
not required as the resultant company does not have any secured creditor.
7. The question of share exchange ratio and swap ratio has not been
examined at this stage and will be examined at the time of second
motion.
The application is disposed of.
DASTI.
SANJIV KHANNA, J.
NOVEMBER 19, 2010
VKR
COMPANY APPLICATION (M) NO. 205/2010 Page 3
