ESL INDIA LTD Vs. SECURE METERS LTD

JUDGEMENT

(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 :-

(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 :-