Disposed

International Autotrac Finance Limited v. --

Punjab & Haryana HC10 May 2013CP/41/2013

Case brief

AI extract

What is this about?

The Court, considering a petition under Sections 391-394 of the Companies Act, 1956, dispensed with the convening of shareholders and creditors meetings for sanctioning an amalgamation scheme. The petition was disposed of as no secured or unsecured creditors existed for the transferor company.

What did the court decide?

Dispensation of convening meetings of shareholders and creditors; First motion petition stands disposed of.

International Autotrac Finance Limited Vs -- — Company and Corporate | Punjab & Haryana HC (2013)

¶1

CP NO. 41 OF 2013 (O & M) :: 1::

¶2

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

¶3

C.P. NO. 41 OF 2013 (O & M) Date of Decision: 10th May,2013.

¶4

IN THE MATTER OF:

¶5

THE COMPANIES ACT, 1956 (1 OF 1956)

¶6

AND IN THE MATTER OF :

¶7

Scheme of Amalgamation of

¶8

INTERNATIONAL AUTOTRAC FINANCE LIMITED

¶9

....Petitioner -Transferor Company

¶10

WITH

¶11

MAGMA ITL FINANCE LIMITED

¶12

....Transferee Company

¶13

Present: Mr. Sumeet Goel, Advocate.

¶14

CORAM:

¶15

HON’BLE MR. JUSTICE SURYA KANT.

¶16

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

¶17

2. To be referred to the Reporters or not?

¶18

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

¶19

SURYA KANT, J. [ORAL]

¶20

[1] In this petition under Section 391 to 394 of the Companies Act, 1956, duly supported by affidavit, the petitioner-Transferor company seeks dispensation of convening of the meetings of its Shareholders and Creditors for the sanctioning of Scheme of Amalgamation (Annexure P/1).

¶21

[2] Main objects of the Petitioner-Transferor Company and the Transferee Company are detailed in their respective Memorandum and Articles of Association annexed with the petition at Annexure P- 1, and P-4 , respectively.

¶22

[3] It is averred in the petition that the Registered office of

¶23

CP NO. 41 OF 2013 (O & M) :: 2::

¶24

the petitioner-Transferor Company is situated at Hoshiarpur (Punjab) and the Registered office of the Transferee Company is situated at Kolkata (West Bengal).

¶25

[4] The Board of Directors of the INTERNATIONAL AUTOTRAC FINANCE LIMITED ( petitioner-Transferor Company) and MAGMA ITL FINANCE LIMITED (Transferee Company) have approved the Scheme of Amalgamation in their respective meetings held on 23.07.2012, vide resolutions Annexures P-8 & P-12, respectively.

¶26

[5] The list of Shareholders of the petitioner-Transferor Company is annexed with the petition at Annexure P-9 and they have consented to the Scheme of Amalgmation vide their consents annexed at Annexure P-11 (Colly) . The Transferor Company has no Secured and Un-Secured Creditors and to this effect a certificate of Mr. Gaurav Pabby, Company Secretary of the company is appended at Annexure P-10.

¶27

[6] It transpires from Para 22 of the petition that entire paid up share capital of the Petitioner-Transferor Company is held by the the Transferee Company and/or its nominess.

¶28

[7] It is averred by the counsel for the petitioner company that the Ist Motion Petition has already been disposed of by Hon'ble High Court at Calcutta and the IInd Motion Petition has been filed and is listed for 05.06.2013.

¶29

[8] Learned counsel of the petitioner-company submits 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 and finances and the businesses will be carried on

¶30

CP NO. 41 OF 2013 (O & M) :: 3::

¶31

more economically and profitably after the proposed amalgamation.

¶32

[8] In this view of the matter, convening of the meeting of shareholders of the Petitioner-Transferor Company is ordered to be dispensed with. Since, there is no Secured or Un-Secured creditors of petitioner-Transferor company there arises no occasion to dispense with their meetings.

¶33

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

¶34

(SURYA KANT) JUDGE

¶35

May 10, 2013 dinesh

International Autotrac Finance Limited v. --

Case brief

What is this about?

What did the court decide?

International Autotrac Finance Limited v. --

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

Gurlal Singh Grewal and Anr. Vs M/S Upper India Steel Manufacturing & Engg. Co. Ltd. and Ors.

Mohinder Pal & Ors. Vs Punab Recorders Limited.

Court on Its Own Motion Vs Yashpal Singh Uppal R/O 55, Guru Nanak Nagar, Patiala

Contellation Capital Ltd. etc. Vs .

Beni Builcon Pvt. Ltd. & Ors. Vs ------

M/S Uni-Com India Sales Pvt. Ltd. Vs M/S Uni-Com India Pvt. Ltd.