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TMI Blog2009 (8) TMI 690X X X X Extracts X X X X X X X X Extracts X X X X ..... id State Electronic Energy Meters and Allied Products to cater to single phase, LT and HT customers. The applicant-company wants to amalgamate and merge with the transferee-company - Secure Meters Limited which is also a company registered under the provisions of Companies Act. The contention of the applicant/transferor-company is that it is 100 per cent subsidiary company of transferee-company. 3. The applicant-company has authorised share capital as on 31-3-2009 of Rs. 50 lakhs divided into 5 lakhs equity shares of Rs. 10 each. The issued, subscribed and paid-up share capital of the applicant-company as on 31-3-2009 is Rs. 5 lakhs divided into 50000 equity shares of Rs. 10 each. The applicant-company submits that it be amalgamated with a ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... t respectfully prays as follows : (a )that this Hon'ble Court be pleased to dispense with the requirement to convene and hold a meeting of Equity Shareholders of the applicant-company, as all the Equity Shareholders of the Applicant-Company and the board of directors of which have unanimously approved the proposed Scheme of Amalgamation (hereinafter referred to as "Scheme" and annexed to the affidavit in support of summons as "Annexure-A" (Colly). OR that this Hon'ble Court, if ordering the meeting of Equity Shareholders may give directions to the method of convening, holding and conducting the meeting of Equity Shareholders of the applicant-company and as to the notices and advertisements to be issued in this behalf; that this Hon'ble ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... scheme of amalgamation in certain circumstances and particularly when the transferor-company is 100 per cent subsidiary company of the transferee-company. 6. I considered the submissions of learned counsel for the petitioner and perused the judgments referred above. 7. In the case of Mahaamba Investments Ltd. (supra), the question came up before the Mumbai High Court on objection raised by the office that only transferor-company seeking its amalgamation with another company has submitted petition under sections 391-394 of the Companies Act, 1956 but no petition has been filed by the transferee-company seeking sanction of High Court for amalgamation of the other company in transferee-company. The Mumbai High Court considered the facts of ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... sued to the members of the transferor-company by the transferee-company, the scheme will not affect the members of transferee-company. The creditors of the transferee-company are not likely to be affected by the scheme in view of the financial position of the transferee-company, in view of the above, the Mumbai High Court held that filing of separate petition by the transferee-company is not necessary. 9. I also considered the judgment of Delhi High Court delivered in the case of Sharat Hardware Industries (P.) Ltd. (supra) wherein it has been held that it was not necessary for the transferee holding company to obtain approval of its creditor and subsequent sanction of the court having jurisdiction over its place of registration for the sc ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... any just reason to exempt the applicant-company from holding the meeting of equity shareholders. The applicant since had no secured or unsecured creditors, therefore, the meeting of the Equity Shareholders of Applicant-Company shall be convened and held at the Registered Office of the Applicant-Company at Pratapnagar Industrial Area, Udaipur, Rajasthan on 10-9-2009 at 11:30 AM for the purpose of considering and if thought fit approving with or without modifications, the Scheme of Amalgamation proposed to be made between the transferor-company and transferee-company. 12. The quorum for the said meeting of the Equity Shareholders shall be 4 Members entitled to attend the meeting, present in person or by proxy. 13. Shri Tribhuvan Gupta, Advo ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... to convene, hold, adjourn and conduct the meeting in a peaceful manner. They shall also have the powers to adjourn the meeting from time to time if so required. 19. The value of each shareholder shall be in accordance with the books of the Company and where the entries in the books are disputed, the Chairman shall determine the value of the same for the purposes of the meeting. 20. It is further ordered that the chairman of above meeting do report to this Court the result of the meeting within one week of the conclusion of the said meeting and the said report shall be verified by the affidavit of Chairman. 21. The Chairman of the meeting shall be paid a sum of Rs. 21,000. In addition to the same, the actual expenditure as may be incurre ..... X X X X Extracts X X X X X X X X Extracts X X X X
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