PRAKASH TATIA, J. - (1.) Heard learned counsel for the applicant. The applicant - ESL India Limited, a company incorporated and registered under the provisions of Companies Act, 1956, has submitted this application under Section 391-394 of the Act. The applicant company has set up a R&D and IT based solution providing undertaking at Udaipur and is supporting the transferee company as a technology & R&D support provider in the manufacturing of state-of the art Solid 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% subsidiary company of transferee company.
(2.) The applicant company has authorised share capital as on 31.3.2009 of Rs.50 lakhs divided into 5 lakhs equity share 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 and be vested in the transferee company. The detailed provisions regarding vesting and transferring of the assets and liabilities of the applicant company to the transferee company are contained in the scheme of amalgamation. According to the applicant company, the significant reasons and benefits of the amalgamation are as under :- (i) The Transferee Company holds 100% Equity Share Capital of Transferor Company (50,000 Equity Shares) and as a result presently the Transferor Company is a 100% wholly owned subsidiary of the Transferee company. Hence with a view to maintain a simple corporate structure and eliminate duplicate corporate procedures, it is desirable to merge and amalgamate all the Transferred Undertakings of Transferor Company into the Transferee Company and thereafter liquidate the Transferor Company without winding up through this Scheme of Amalgamation in terms of the provisions of Sec. 391-394 of the Companies Act, 1956. (ii) The amalgamation of all Transferred Undertakings of Transferor Company into the Transferee Company shall facilitate consolidation of all the undertakings in order to enable effective management and unified control of operations.
(3.) The applicant is seeking sanction of this Court under Section 391-394 of the Act of the scheme of amalgamation submitted with this application. The applicant's prayer in this application is as under :- "In the facts and circumstances mentioned hereinabove, the applicant company herein most 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 Court may give directions appointment of Chairman and Alternate Chairman for the said meeting of the Equity Shareholders of the applicant company and that the Chairman be directed to report the result thereof to this Hon'ble Court ; (b) that this Hon'ble Court be pleased to dispense the Transferee Company from approaching the Hon'ble High Court of Judicature, Jodhpur for seeking the sanctioning of the Scheme of Amalgamation under Section 391 -394 of the Act. (c) that this Hon'ble Court be pleased to pass such other and further orders as are deemed necessary in the facts and circumstances of the case.";