Company Petition No. 2 of 2011. Case: Jaiprakash Power Ventures Ltd. Vs Jaypee Karcham Hydro Corpn. Ltd. and Anr.. Himachal Pradesh High Court
| Case Number | Company Petition No. 2 of 2011 |
| Judges | Dev Darshan Sud, J. |
| Issue | Companies Act, 1956 - Sections 391, 393 and 394; Companies (Court) Rules, 1959 - Rules 9 and 73 |
| Judgement Date | March 14, 2011 |
| Court | Himachal Pradesh High Court |
Judgment:
Dev Darshan Sud, J., (At Shimla)
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This petition has been preferred by Jaiprakash Power Ventures Limited (in short 'JPVL') having its registered office at JUIT Complex, Waknaghat, P.O. Dumehar Bani, Kandaghat, District Solan, H.P. (hereinafter referred to as the 'Transferee Company') under the provisions of Sections 391, 394 of the Companies Act, 1956 and Rule 9 of the Companies (Court) Rules, 1959 (hereinafter referred to as the 'Act' and 'Rules' respectively) for amalgamation with Jaypee Karcham Hydro Corporation Limited and Bina Power Supply Company Limited (in short 'JKHCL' and 'BPSCL' respectively) also having their registered office(s) at JUIT Complex, Waknaghat, P.O. Dumehar Bani, Kandaghat, District Solan, H.P. (hereinafter referred to as the 'Transferor Companies')
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The Transferor Companies and Transferee Company are having their registered office at the same place. It is pleaded that the Transferee Company has been incorporated as a Public Limited Company on 21st December, 1994 under the name and style as mentioned in this petition. Certificate of commencement of business was issued on 9th January, 1995. Initially the Company was registered as Jaiprakash Hydro-Power Limited and subsequently the name was changed to Jaiprakash Power Ventures Limited on 23rd December, 2009. The Company has an authorized share capital of 3,90,00,00,000 (equity shares of Rs. 10/- each), out of which the subscription issued and paid up capital is 2,09,56,80,200, (equity shares of Rs. 10/- each). This is the capital share holding/subscription as on 31st March, 2010 and there is no change in the share holding pattern. It is a subsidiary of Jaiprakash Associates Limited which holds 76.252% of the paid up capital. The objects of the Company are detailed in the Memorandum and Article of Association of the Transferee Company (Annexure-3 filed with this petition). It is pleaded that the Company owns and operates two Hydro Power Plants namely, 300 MW BASPA II Hydro Power Plant at District Kinnaur, H.P. (BASPA-II) and 400 MW Hydro Power Plant at Vishnuprayag, Uttrakhand (VPHEP). In addition, the Company is setting up a number of Hydro Electric Projects in Madhya Pradesh, Arunachal Pradesh, Meghalaya, Karchana and Bara Thermal Power Projects in U.P., Karcham Wangtoo Hydro Electric Project in Himachal Pradesh.
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The Scheme of Amalgamation, Annexure-1 to the petition, inter alia, states that all the three Transferee and Transferor Companies are...
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