Emeter India Pvt. Ltd. & Anr. vs ----------------------------------------
2012 Latest Caselaw 6972 Del

$~A4
*    IN THE HIGH COURT OF DELHI AT NEW DELHI


%                           Date of Judgment:5th December, 2012

+      CO.APPL.(M) 179/2012

       IN THE MATTER OF

       eMETER INDIA PVT LTD                              ..... Applicant
                                                   Transferor Company
                         AND

       SIEMENS TECHNOLOGY AND
       SERVICES PVT. LTD.                               ..... Transferee
                                                               Company
                         Through      Mr. Sharat Vaid and Mr. S. Jain,
                                      Adv.

       CORAM:
       HON'BLE MS. JUSTICE INDERMEET KAUR

INDERMEET KAUR, J. (Oral)

CO.APPL.(M) 179/2012

1. This is an application under Sections 391 to 394 of the Companies

Act, 1956 ("the Act") seeking directions from this Hon'ble court for

dispensing with the convening and holding of the meetings of the equity

shareholders and creditors of the Applicant Transferor Company for the

purpose of considering and if thought fit, approving with or without

modifications, the Scheme of Amalgamation of eMETER INDIA

PRIVATE LIMITED with SIEMENS TECHNOLOGY AND

SERVICES PRIVATE LIMITED (hereinafter referred to as "the

Scheme") on the terms and conditions and for the consideration as

stated in the said Scheme, a copy whereof has been annexed and marked

as Annexure "B" to the Affidavit in Support of Summons submitted

with the present Company Application.

2. The registered office of the Applicant Transferor Company,

eMETER INDIA PRIVATE LIMITED, is situated in New Delhi within

the jurisdiction of this Court and the registered office of SIEMENS

TECHNOLOGY AND SERVICES PRIVATE LIMITED, the

Transferee Company, is situated in Mumbai and is therefore not within

the jurisdiction of this Court.

3. In the application, details with regard to date of incorporation of

Applicant Transferor Company and Transferee Company and their

authorised, issued, subscribed and paid-up share capital have been

stated. Along with the application, the Memorandum of Association and

Articles of Association, the latest unaudited balance sheets as on 31

August 2012 and latest audited balance sheets of Applicant Transferor

Company and Transferee Company have also been enclosed. The latest

audited balance sheets of the Applicant Transferor Company and

Transferee Company are as on 31 March 2012 and 30 September 2011,

respectively.

4. Mr Sharad Vaid, learned counsel, submitted that no proceedings

are pending against the Applicant Transferor Company under Section

235 to 251 of the Act.

5. Mr Sharad Vaid pointed out that Applicant Transferor Company

is a wholly owned subsidiary of the Transferee Company and that all the

shareholders of the Applicant Transferor Company i.e. the Transferee

Company as also its nominee holding 100% of the equity share capital

of the Applicant Transferor Company, have given their consent in

writing to the Scheme which have been annexed at pages 191 to 192 of

the paper book and copy of Board resolution passed by the respective

Board of directors of the holding company and its nominee company,

holding shares of the Applicant Transferor Company, approving the

Scheme, have also been submitted.

6. Mr Sharad Vaid pointed out to the certificate of M/s R.S. Kelkar

& Co, Chartered Accountants which has been annexed at page 190 of the

paper book, certifying that as on 6 November 2012, the Applicant

Transferor Company was having no secured or unsecured creditors in

the company. In view of this, he has stated that there is no need for

convening and holding meetings of either secured or unsecured

creditors' of the Applicant Transferor Company as it does not have any

creditors.

7. Keeping in view the aforesaid as well as the fact that all the

shareholders of the Applicant Transferor Company have given their

consent to the Scheme in writing and that the Applicant Transferor

Company does not have any secured or unsecured creditors at all, the

convening and holding of meetings of equity shareholders as also of the

creditor of the Applicant Transferor Company are dispensed with.

8. The application stands allowed in the aforesaid terms.

Co. Appl. 2332/2012

This application has been filed subsequently i.e. on 01.12.2012.

For hearing, renotify for 16.01.2013.

INDERMEET KAUR, J

DECEMBER 05, 2012/rb