The High Court · 2012
Case at a glance
Outcome
Disposed of
[9] The first motion petition stands disposed of accordingly
Provisions considered
- Companies Act, 2013 ss. 391, 394
Judgment
Present: Mr.Manish Jain, Advocate CORAM: HON’BLE MR. JUSTICE SURYA KANT.
Whether Reporters of local papers may be allowed to see the judgment?
To be referred to the Reporters or not?
Whether the judgment should be reported in the Digest? SURYA KANT, J. [ORAL] [1] The Petitioner-companies through this petition under Section 391-394 of the Companies Act, 1956, duly supported by affidavits, seek dispensation of the meetings of their shareholders, secured creditors and unsecured creditors for sanctioning of the Scheme of Amalgamation (Annexure P-7). [2] Main objects of the Transferor Company and the Transferee Company are detailed in their respective Memorandum and Articles of Association annexed with the petition at Annexure P-3 and P-5, respectively. [3] The Board of Directors of the M/s Uni-Com India Sales Private Ltd. (Transferor Company) and M/s Uni-Com India Pvt. Ltd. (Transferee Company) have approved the Scheme of Amalgamation in their respective meetings held on 03.09.2012 and
Operative part
01.09.2012, vide resolutions Annexures P-1 & P-2 respectively. C.P. NO. 140 OF 2012(O & M) ::2 :: [4] The Transferor-Company has three shareholders and the Transferee-company has four shareholders (including one preferential shareholder) and they have consented to the Scheme of amalgamation vide their affidavits attached with the petition at Annexures P-17 to P-19 and P-20 to P-23, respectively. [5] The Transferor Company has no secured creditor. The Transferee Company has two secured creditors and their respective 'no objection certificates' are attached with the petition at Annexure P-24 & P-25, respectively. . [6] Both the Transferor Company and Transferee Company have no unsecured creditor as per details of their latest balance sheets as on 31.03.2012, mentioned in para 21 and 22 of this petition. [7] It is averred by learned counsel of the petitioner- companies that the Scheme of Amalgamation would, inter alia, have the benefits of increasing efficiency by pooling of resources and their optimum utilization, thereby availing synergies from combined resources and will enable the company concerned to rationalize and streamline their management, businesses and finances and the businesses will be carried on more economically and profitably after the proposed amalgamation. [8] For the reason afore-stated, convening of the meetings of the shareholders and secured creditors of the Transferor and Transferee companies are ordered to be dispensed with. Since there are no unsecured creditors of the both the companies, no occasion arises to dispense with their meetings which is not required to be convened. [9] The first motion petition stands disposed of accordingly. The petitioners shall be at liberty to move the Second Motion Petition. December 19, 2012 dinesh (SURYA KANT) JUDGE
Questions this judgment answers
What did the Court decide in this case?
The Court recorded the following disposition: [9] The first motion petition stands disposed of accordingly
Which statutory provisions did this judgment involve?
Companies Act, 2013 — ss. 391, 394.
Which court decided this case, and when?
Punjab & Haryana High Court, on 19 Dec 2012. The bench was SURYA KANT.
Precedent status how later indexed judgments have treated this case
No known negative treatment found in the Courts & Cases corpus.
This is a result about the indexed corpus, not a finding that the judgment remains good law. Coverage may be incomplete.