Disposed

M/S Uni-Com India Sales Private Limited v. M/S Uni-Com India Private Ltd.

Punjab & Haryana HC19 Dec 2012CP/140/2012

Case brief

AI extract

What is this about?

The court dealt with a petition under Sections 391-394 of the Companies Act, 1956 seeking dispensation of meetings for shareholders and secured creditors in a scheme of amalgamation. It dispensed with meetings for shareholders and secured creditors but found no need to convene meetings for unsecured creditors, as none existed.

What did the court decide?

Dispensation of meetings of shareholders and secured creditors granted; no meeting required for unsecured creditors.

M/S Uni-Com India Sales Private Limited Vs… — Company and Corporate | Punjab & Haryana HC (2012)

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C.P. NO. 140 OF 2012(O & M) ::1 ::

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IN THE HIGH COURT FOR THE STATES OF PUNJAB AND HARYANA AT CHANDIGARH

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C.P. NO. 140 OF 2012(O & M) Date of Decision: 19^th December, 2012.

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IN THE MATTER OF:

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SECTIONS 391 to 394 OF THE COMPANIES ACT, 1956

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AND IN THE MATTER OF :

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Scheme of Amalgamation of M/s Uni-Com India Sales Private Ltd.

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.....Transferor Company

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and M/s Uni-Com India Private Ltd.

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.....Transferee Company

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Present: Mr.Manish Jain, Advocate CORAM:

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HON’BLE MR. JUSTICE SURYA KANT.

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1. Whether Reporters of local papers may be allowed to see the judgment?

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2. To be referred to the Reporters or not?

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3. Whether the judgment should be reported in the Digest?

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SURYA KANT, J. [ORAL]

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[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).

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[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.

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[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 01.09.2012, vide resolutions Annexures P-1 & P-2 respectively.

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C.P. NO. 140 OF 2012(O & M) ::2 ::

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[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.

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[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. .

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[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.

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[7] It is averred by learned counsel of the petitionercompanies 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.

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[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.

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[9] The first motion petition stands disposed of accordingly. The petitioners shall be at liberty to move the Second Motion Petition.

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December 19, 2012 (SURYA KANT) dinesh JUDGE

M/S Uni-Com India Sales Private Limited v. M/S Uni-Com India Private Ltd.

Case brief

What is this about?

What did the court decide?

M/S Uni-Com India Sales Private Limited v. M/S Uni-Com India Private Ltd.

Case brief

What is this about?

What did the court decide?

What the court decided

A compact analysis

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