- (1.) IN this petition under Section 391 to 394 of the Companies Act, 1956, duly supported by affidavits, the Petitioner Companies, Keihin Automotive Systems India Private Limited (Petitioner Company -I), and Keihin India Manufacturing Private Limited (Petitioner Company II) seek dispensation of the meeting of their Shareholders and Creditors for sanctioning of the Scheme of Arrangement (Annexure P -1) for demerger of manufacturing undertaking of petitioner company No.1 into petitioner company No.II.
(2.) THE Petitioner Company -I is a private limited company incorporated under the Companies Act, 1956 on 26.07.2011 and registered with the Registrar of Companies, New Delhi. Subsequently the Registered Office of the Petitioner Company I was shifted to the state of Haryana. Currently the registered office of the Petitioner Company -I is at G -9A, Ground Floor, Park Centra, Sector 30, Gurgaon, Haryana -122001.
(3.) THE Petitioner Company -II is a private limited company incorporated on 30.04.1997 as 'Keihin Panalfa Private Limited' under the Companies Act, 1956 and registered with the Registrar of Companies, New Delhi. On November 20, 2013 the name of the Company was changed to Keihin India Manufacturing Private Limited. Subsequently the registered office of the Company was shifted to state of Haryana. Currently the Company is having its registered office at 2315/23, Opposite Payal Cinema, Behind Karim Restaurant, Delhi Road, Gurgaon, Haryana 122001, India. Main objects of the Transferor and Transferee Companies are detailed in their respective Memorandum and Articles of Association which are placed on record as Annexures P -2(Colly.) and P -4 respectively.;