GE INDIA EXPORTS PRIVATE LIMITED Vs. STATE

JUDGEMENT

(1.) This joint application has been filed under Section 391 of the Companies Act, 1956 read with Rule 9 of the Companies (Court) Rules, 1959 by the applicant companies seeking directions of this court to dispense with the requirement of convening the meetings of their equity shareholders and preference shareholders and for convening separate meetings of their secured and unsecured creditors, to consider and approve, with or without modification, the proposed Scheme of Amalgamation of GE India Exports Private Limited (hereinafter referred to as the applicant/transferor company no. 1) and GE India Technology Centre Private Limited (hereinafter referred to as the transferor company no. 2) with GE India Industrial Private Limited (hereinafter referred to as the applicant/ transferee company).

(2.) The registered offices of the transferor company no. 1 and the transferee company are situated at New Delhi, within the jurisdiction of this Court. However, the registered office of the transferor company no. 2 is situated at Bangalore, outside the jurisdiction of this Court. Learned senior counsel for the applicants has submitted that a separate application has been filed by the transferor company no. 2 in the court of competent jurisdiction seeking sanction to the Scheme of Amalgamation.

(3.) The applicant/transferor company no. 1 was originally incorporated under the Companies Act, 1956 on 9th March, 1998 with the Registrar of Companies, NCT of Delhi & Haryana at New Delhi under the name and style of GE Industrial Systems & Services Private Limited. The company changed its name to GE Electrical Distribution & Control India Private Limited and obtained the fresh certificate of incorporation on 29th May, 1998. The company again changed its name to GE Power Controls India Private Limited and obtained the fresh certificate of incorporation on 21st January, 1999. Thereafter, the company shifted its registered office from the State of Delhi to Karnataka and obtained a certificate in this regard from the Registrar of Companies, Karnataka at Bangalore on 13th June, 2000. The company finally changed its name to GE India Exports Private Limited and obtained the fresh certificate of incorporation on 1st July, 2005. Thereafter, the company shifted its registered office from the State of Karnataka to Delhi and obtained a certificate in this regard from the Registrar of Companies, NCT of Delhi & Haryana at New Delhi 20th March, 2012.