Delhi High Court
Hella Engineering Pvt Ltd vs Hella India Electronics Pvt Ltd on 19 November, 2010
Author: Sanjiv Khanna
32.
*IN THE HIGH COURT OF DELHI AT NEW DELHI
+ COMPANY APPLICATION (M) NO. 206/2010
Date of decision: 19th November, 2010
HELLA ENGINEERING PRIVATE LIMITD
..... Transferor Company.
WITH
HELLA INDIA ELECTRONICS PRIVATE LIMITED .....
Transferee Company.
Through Mr. Hemant Sharma, Advocate.
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 Hella Engineering Private Limited
(hereinafter referred to as the transferor company) and Hella India
Electronics Private Limited (hereinafter referred to as the transferee
company) in respect of the scheme of amalgamation, which has been
enclosed as Annexure VIII to this application.
2. The applicants have set out the date of incorporation of the transferor
company and the transferee company and have given details of their
authorized, subscribed and paid up share capital. Copy of the memorandum
and articles of association of the transferor company and the transferee
company with their balance sheets have been enclosed.
3. It is stated in the application that Board of Directors of the transferor
company and the transferee company have passed Resolutions 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
transferor company and the transferee company.
4. The transferor company has two shareholders and the said
shareholders have given their consent/no objection certificates to the
COMPANY APPLICATION (M) NO. 206/2010 Page 1
proposed scheme of amalgamation. As per the averments made in the
application and as per the certificate placed on record, the transferor
company does not have any secured or unsecured creditor.
5. The transferee company has two preference shareholders and two
equity shareholders. The said preference and equity shareholders have
given their consent/no objection certificates to the proposed scheme of
amalgamation, which have been enclosed. The applicant has also enclosed
consent given by one joint equity shareholder. Thus, the transferee
company has filed with the application consent of all equity shareholders
and the preference shareholders. It is stated in the application that the
transferee company does not have any secured or unsecured creditor. The
said averment is supported by a certificate issued by a Chartered
Accountant.
6. In view of the consent/no objection certificates given by the
shareholders, the need and requirement to convene and hold meeting of the
shareholders of the transferor company and the transferee company is
dispensed with. As the transferor company and the transferee company do
not have any secured or unsecured creditor, meetings of the creditors of the
transferor company and the transferee company are not required.
The application is disposed of.
DASTI.
SANJIV KHANNA, J.
NOVEMBER 19, 2010
VKR
COMPANY APPLICATION (M) NO. 206/2010 Page 2
