Allowed

Contellation Capital Ltd. etc. v. .

Punjab & Haryana HC10 May 2013CP/40/2013

Case brief

AI extract

What is this about?

This petition sought directions to dispense with the convening of meetings of shareholders and creditors for a scheme of amalgamation under Sections 391 to 394 of the Companies Act, 1956. The court held that no meetings were needed where consents were already obtained and no secured creditors required a meeting.

What did the court decide?

The prayer to dispense with the convening of meetings of Equity Shareholders, Preference Shareholders, and Creditors is accepted.

Contellation Capital Ltd. etc. Vs . — Company and Corporate | Punjab & Haryana HC (2013)

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C.P. NO. 40 OF 2013(O&M)

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IN THE HON’BLE HIGH COURT OF THE STATE OF PUNJAB & HARYANA AT CHANDIGARH

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COMPANY PETITION NO. 40 OF 2013(O&M) Date of Decision: 10^th May,2013

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In the matter of :

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Sections 391 to 394 of the Companies Act, 1956 And

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In the matter of:

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Scheme of Amalgamation of:

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Constellation Capital Limited

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…Petitioner Company-1/ Transferor Company No. 1

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SA Finvest Limited

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… Petitioner Company-2/ Transferor Company No. 2 Kautilya Monetary Services Private Limited

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…Petitioner Company-3/ Transferor Company No. 3

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Naj Builders Private Limited

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…Petitioner Company-4/ Transferor Company No. 4 Green Tech Tower Builders Private Limited

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…Petitioner Company-5/ Transferor Company No. 5

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J.B. Realcon Private Limited

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…Petitioner Company-6/ Transferor Company No. 6

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WITH

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Guild Builders Private Limited,

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…Petitioner Company-7/ Transferee Company

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Present: Mr. Yash Pal Gupta, Advocate, for Mr. Mukesh Sukhija, Advocate.

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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]. In this petition under Section 391 to 394 of the Companies Act, 1956, which is duly supported by affidavits, the petitionerTransferor Companies and Transferee Company seek directions to

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C.P. NO. 40 OF 2013(O&M)

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dispense with the convening of meetings of Equity Shareholders of all the petitioner-companies & Preference Shareholders of Transferor Company Nos. 1,2,3 & 5, and un-Secured Creditors of the Transferor Company Nos. 5 & 6 and for holding/dispensing with the meeting of Secured creditor of Transferor Company No. 3 and to consider/approve the Scheme of Amalgamation (Annexure P-1) of the aforesaid Transferor Companies with the Transferee Company.

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[2]. It is averred in the petition that the Transferor and Transferee Companies are registered under the Companies Act, 1956 and their registered offices are situated in the State of Haryana.

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[3]. The main objects of the Transferor and Transferee Companies are detailed in their respective Memorandum and Articles of Association anexxed with the petition at Annexure P-2, P-4, P-6,

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P-8, P-10, P-12 & P-14, respectively.

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[4]. The Board of Directors of the petitioner-Transferor and Transferee Companies have approved the Scheme of Amalgamation in their respective meetings held on 18.03.2013, vide resolutions attached as Annexure P-17 to P-23 , respectively.

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[5]. The lists of Equity Shareholders of the Transferor and Transferee Companies are annexed at Annexure P-24, P-27, P-30, P- 33, P-36, P-39 and P-42, respectively, and their consents to the Scheme of Amalgamation are also annexed with the aforesaid Annexures.

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[6]. The list of Preference Shareholders of the Transferor Companies No. 1,2,3 & 5 are also annexed with Annexure P-24, P-27, P-30 & P-36, respectively, and their consents are also attached with the aforesaid annexures.

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[7]. The Transferor Company Nos. 1, 2 , 4, 5, 6 & Transferee

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C.P. NO. 40 OF 2013(O&M)

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Company do not have any Secured Creditors and to this effect certificates issued by their respective authorised signatories and Chartered Accountants are appended at Annexure P-25, P-28, P- 34, P-37, P- 40 & P- 43, respectively. The Transferor Company No. 3 has 1(one) Secured Creditor and its consent (Annesure A-1) has been taken on record vide order dated 01.05.2013 passed in Company Application No. 210 of 2013.

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[8]. There are no un-Secured Creditors of the Transferor Company Nos. 1 to 4 and of Transferee Company. The Transferor Company No. 5 & Transferor Company No. 6 have 1(one) un-Secured Creditor each. The list of un-Secured Creditor(s) of the Transferor & Transferee Companies duly certified by their respective Chartered Accountants, alongwith their NOCs/consents to the Scheme of Amalgamation are also appended as Annexure P-26, P-29, P-32, P-35, P-38, P-41 and P-44 respectively.

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[9]. It is urged by learned counsel of the petitioner-companies that the Scheme of amalgamation would, inter alia, have the benefits of increasing efficiency in resource management, cost saving resulting from rationalization, standardization and simplification of Business resources.

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[10]. In view of the submissions made by counsel for the petitioner-companies and upon perusal of the consents given by the Equity Shareholders of the Transferor and Transferee Companies, Preference Shareholders of Transferor Company No.1,2,3 & 5, Secured Creditors of Transferor Company No.3 and Un-Secured Creditors of the Transferor Company Nos. 5 & 6, I find no reason to decline the prayer made in the present petition and, hence, the prayer to dispense with the convening of their meetings is accordingly accepted.

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C.P. NO. 40 OF 2013(O&M) ::4 ::

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[11] Since there are no Secured Creditors of the Transferor Company Nos. 1,2.4.5.6 and the Transferee Company and the UnSecured Creditors of the Transferor Company Nos. 1 to 4 and the Transferee Company, therefore, no occassion arises to dispense with the convening of the meeting.

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[10] The first motion petition stands disposed of accordingly. The petitioners shall be at liberty to move the Second Motion Petition. May 10, 2013 (SURYA KANT) dinesh JUDGE

Contellation Capital Ltd. etc. v. .

Case brief

What is this about?

What did the court decide?

Contellation Capital Ltd. etc. v. .

Case brief

What is this about?

What did the court decide?

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