Allowed

M/S Pearl Metal Products (Bangalore) Private v. Nil

Karnataka HC4 Apr 2014CA/539/2014

Case brief

AI extract

What is this about?

The court allowed a company application under Sections 391 and 394 of the Companies Act, 1956, dispensing with the requirement to convene meetings of shareholders and creditors for the approval of a scheme of amalgamation between two subsidiary companies.

What did the court decide?

The convening of meetings of shareholders and creditors of both companies to consider the scheme of amalgamation is dispensed with.

M/S Pearl Metal Products (Bangalore) Private Vs Nil — Company and Corporate | Karnataka HC (2014)

¶1

¶2

IN THE HIGH COURT OF KARNATAKA AT BANGALORE

¶3

DATED THIS THE 04^TH DAY OF APRIL, 2014 BEFORE:

¶4

THE HONOURABLE MR. JUSTICE ANAND BYRAREDDY

¶5

COMPANY APPLICATION No.539 OF 2014 CONNECTED WITH

¶6

COMPANY APPLICATION NO.540 OF 2014

¶7

IN C.A.539 OF 2014:

¶8

BETWEEN:

¶9

M/s. Pearl Metal Products (Bangalore) Private Limited, A company incorporated under The Companies Act, 1956, Having its registered office at Plot No.527, IV Phase, Peenya Industrial Area, Bangalore – 560 058.

¶10

… APPLICANT

¶11

(By Shri. Satyen Bajaj, Advocate)

AND:

Nil.

…RESPONDENT

This Company Application is filed under Section 391 and 394 of the Companies Act, 1956, read with Rules 6 and 9 of the Companies [Court] Rules, 1959,praying to order that the meeting

¶17

¶18

of the Shareholders, Secured and unsecured creditors be dispensed with for the purpose of considering and if thought fit, approving with or without modification, the Scheme of Amalgamation proposed to be made between the Company and the shareholders and creditors of the said company and etc;

¶19

IN C.A.540 OF 2014:

¶20

BETWEEN:

¶21

M/s. Pearl Insulations Private Limited, A company incorporated under The Companies Act, 1956, Having its registered office at No.505/506/507, 4^th Phase Peenya Industrial Area, Bangalore – 560 058.

¶22

… APPLICANT

¶23

(By Shri. Satyen Bajaj, Advocate)

AND:

Nil.

…RESPONDENT

This Company Application is filed under Section 391 and 394 of the Companies Act, 1956, read with Rules 6 and 9 of the Companies [Court] Rules, 1959,praying to order that the meeting of the Shareholders, Secured and unsecured creditors be dispensed with for the purpose of considering and if thought fit, approving with or without modification, the Scheme of Amalgamation proposed to be made between the Company and the shareholders and creditors of the said company and etc;

¶29

¶30

These Company Applications coming on for Orders this day, the Court made the following: -

¶31

O R D E R

¶32

These applications are filed seeking dispensing with the

¶33

meetings of the secured and unsecured creditors and shareholders of the applicant companies.

¶34

The applicant company in C.A.539/2014 is the Transferor Company, which is said to be incorporated in the year 1997 in the name and style of ‘M/s. Pearl Metal Products (Bangalore) Private Limited’ under the Companies Act, 1956 in Karnataka with the objects to carry on all or any of the business of manufacturing, trading, marketing, importing, exporting, distributing, processing, buying and selling, all types of bare/insulated/fiberglass/ covered varnish/electrical cables and etc.

¶35

The registered office of the Transferor company is situated at Plot No.527, IV Phase, Peenya Industrial Area, Bangalore-560 058.

¶36

¶37

The authorised share capital of the applicant – Transferor company is Rs.5,00,00,000/- divided into 3,00,000 equity shares of Rs.100/- each and 2,00,000 Redeemable preference shares of Rs.100/- each and issued, subscribed and paid up capital is Rs.2,68,28,200/- divided into 2,68,282 equity shares of Rs.100/each.

¶38

The applicant company in C.A.540/2014 is the

¶39

Transferee Company, who is said to be incorporated in the year 1992 in the name and style of ‘M/s. Pearl Insulation Private Limited’ under the Companies Act, 1956 with the objects to carry on all or any of the business of manufacturing, marketing trading, processing, converting, exporting, importing, distributing, all types of fiberglass, and etc.

¶40

The registered office of the Transferee company is situated at 505/506/507, 4^th Phase, Peenya Industrial Area, Bangalore-560 058.

¶41

¶42

The authorised share capital of the applicant – Transferee company is Rs.4,50,00,000/- divided into 2,50,000 equity shares of Rs.100/- each and 2,00,000 redeemable preference shares of Rs.100/- each and issued, subscribed and paid-up capital is Rs.23,126,400/- divided into 2,31,264 equity shares of Rs.100/each.

¶43

The Board of Directors of both the Transferor and

¶44

Transferee companies had approved and adopted a scheme of amalgamation of the Transferor company with the Transferee company at their meeting held on 15.09.2013, subject to the approval/consent of the shareholders and confirmation of this Court.

¶45

It is stated that all the shareholders of the Transferor

¶46

Company have agreed to dispense with the convening of the meetings of the shareholders and that there are no creditors in respect of the Transferor company.

¶47

¶48

It is also stated that all the shareholders of the Transferee Company have agreed to dispense with the convening of the meetings of the shareholders. It is also submitted that there are no creditors in the Transferee Company.

¶49

The Transferor and Transferee companies are the wholly owned subsidiaries of their parent companies i.e., M/s. Von Roll (India) Private Limited having its registered office at Peenya Industrial Area, Bangalore and M/s. Von Roll Holding AG, Switzerland. The amalgamation it is claimed, would be beneficial to the companies for the reasons stated.

¶50

In the above circumstances, these applications are allowed. The convening of the meetings of the shareholders and creditors of the Transferor and Transferee companies to consider the scheme of amalgamation is dispensed with.

¶51

¶52

The applicants are directed to file a petition under Section

¶53

394 of the Companies Act, 1956, within four weeks.

¶54

Sd/JUDGE

¶55

M/S Pearl Metal Products (Bangalore) Private v. Nil

Case brief

What is this about?

What did the court decide?

M/S Pearl Metal Products (Bangalore) Private v. Nil

Case brief

What is this about?

What did the court decide?

What the court decided

A compact analysis

Issues for consideration

Statutes considered

Parties & counsel

Coram

Case details

Similar cases

Mayanna Vs Bangalore Development Authority

Dr Ramcharan Thiagarajan Facs Vs Medical Council of India

M.R. Ambedkar Dental College and Hospital Vs Rajiv Gandhi University of Health Sciences for

Schneider Electric It Businees India Private Ltd. Vs Nill

M/S Pearl Insulations Private Limited Vs Nil

M/S Fugo Creative Private Limited Vs Nil