HCL CORPORATION LIMITED AND SLOCUM INVESTMENTS (DELHI) PRIVATE LIMITED. Vs. GUDDU INVESTMENTS (PONDI) PRIVATE LIMITED.

JUDGEMENT

(1.) THIS first motion under Sections 391 and 394 of the Companies Act, 1956 (Act, for short) has been filed by HCL Corporation Limited (hereinafter referred to as the transferor company), Slocum Investments (Delhi) Private Limited (hereinafter referred to as the transferee company) and Guddu Investments (Pondi) Private Limited (hereinafter referred to as the resultant company) in respect of the scheme of amalgamation and arrangement, which has been enclosed as Annexure C to this application.

(2.) IT is stated in the application that the transferor company is the holding company of the transferee company and the scheme envisages merger of the transferor company into the transferee company but a part of the transferee company is proposed to be merged with the resultant company. In the application, details of authorized, subscribed and paid up share capital of the three applicant companies has been stated. Copy of the latest audited balance sheets of the three applicant companies have also been filed.

(3.) THE transferor company has ten shareholders and no secured creditor as per the averments made in the application. The transferor company has filed certificate issued by a Chartered Accountant in which it is stated that the transferor company does not have any secured creditor. The transferor company has two unsecured creditors to whom Rs. 43,27,065/ - is payable. The transferor company has obtained consent of the said two unsecured creditors, which have been enclosed at pages 320 to 322. In view of the consent given by the shareholders and the unsecured creditors of the transferor company, the need and requirement to call for meeting of the shareholders and unsecured creditors of the transferor company is dispensed with. As the transferor company does not have any secured creditor, meeting of the secured creditors is not required to be held.