Co. Appl. (M) 179/2012. Case: In Re: eMeter India Pvt. Ltd. and Siemens Technology and Services Pvt. Ltd. Vs. Delhi High Court

Case Number:Co. Appl. (M) 179/2012
Party Name:In Re: eMeter India Pvt. Ltd. and Siemens Technology and Services Pvt. Ltd. Vs
Counsel:For Appellant: Mr. Sharat Vaid and Mr. S. Jain, Adv.
Judges:Indermeet Kaur, J.
Issue:Companies Act, 1956 - Sections 235, 236, 237, 238, 239, 240, 241, 242, 243, 244, 245, 246, 247, 248, 249, 250, 251, 391, 392, 393, 394
Judgement Date:December 05, 2012
Court:Delhi High Court
 
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Judgment:

Indermeet Kaur, J.

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. 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.

  2. 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.

  3. Mr. Sharad Vaid, learned counsel, submitted that no proceedings are pending against the Applicant Transferor Company under Section 235 to 251 of the Act.

  4. Mr Sharad Vaid pointed out that Applicant Transferor Company is a wholly owned subsidiary of the Transferee...

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