Allowed

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

Punjab & Haryana HC10 May 2013CP/53/2013

Case brief

AI extract

What is this about?

The petition sought dispensation from convening shareholder and creditor meetings under Sections 391 and 394 of the Companies Act, 1956, to sanction a Scheme of Amalgamation. The court approved the dispensation for shareholders and unsecured creditors where appropriate, noting the scheme aimed at business efficiency and stability.

What did the court decide?

The convening of meetings of shareholders and unsecured creditors (and secured creditors where applicable) was dispensed with to sanction the Scheme of Amalgamation.

Beni Builcon Pvt. Ltd. & Ors. Vs ------ — Specific Performance | Punjab & Haryana HC (2013)

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C.P. No. 53 of 2013 :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. 53 OF 2013(O & M) Date of Decision: 10^th May,2013.

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IN THE MATTER OF:

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SECTIONS 391and 394 OF THE COMPANIES ACT, 1956

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AND IN THE MATTER OF :

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Scheme of Amalgamation between:

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BENI BUILCON PRIVATE LIMITED.

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..Transferor Company-I / Petitioner Company-I

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AND MOTIA HOLDINGS PRIVATE LIMITED.

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..Transferor Company-II / Petitioner Company-II WITH MOTIA TOWNSHIP PRIVATE LIMITED.

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..Transferee Company / Petitioner Company-III

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Present: Mr. Yash Pal Gupta, 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, duly supported by affidavits, the petitioner-companies seek dispensation of the meetings of their Shareholders and Creditors for sanctioning of the Scheme of Amalgamation (Annexure P/1).

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[2]. Main objects of the Transferor Company-I, the Transferor Company-II and the Transferee Company are detailed in their respective Memorandum of Articles and Association annexed with the petition at Annexures P-3, P-11 and P-19 , respectively.

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[3]. The Board of Directors of the BENI BUILCON PRIVATE LIMITED (Transferor Company-I), MOTIA HOLDINGS PRIVATE LIMITED ( Transferor Company-II ) and MOTIA TOWNSHIP

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C.P. No. 53 of 2013 :2 :

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PRIVATE LIMITED (Transferee Company) have approved the Scheme of Amalgamation in their respective meetings held on 30.03.2012, vide resolutions Annexures P-6, P-14 & P-22, respectively.

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[4]. The list of Shareholders of the Transferor Company No.I/Petitioner Company-I is appended with the petition at Annexure P-7 and they have consented to the Scheme of Amalgamtion vide their letters appended at Annexure P-8 (colly). There is no Secured Creditor of the said Company and to this effect a certificate issued by K J M A & Assoicates, Chartered Accountants is annexed at Annexure P-10 (colly) . The said company has no Un-Secured Creditor also as is evident from the certificate (Annexure P-9) of Mr. Pawan Bansal its Director.

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[5]. The list of Shareholders of the Transferor Company No.II/ Petitioner Company-II is appended with the petition at Annexure P-15 and the letters of their consents to the Scheme of Amalgamtion are appended at Annexure P-16 (colly). The list of Un-Secured Creditors of the said company alongwith their consents is at Annexure P-17(Colly). The company has no Secured Creditor and to this effect a certificate of K J M A & Assoicates, Chartered Accountants as also of Mr. Pawan Bansal, Director is annexed at Annexure P-18(Colly).

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[6]. The list of Shareholders of the Transferee Company/ Petitioner Company-III is appended with the petition at Annexure P-23 and they too have consented to the Scheme vide their letters appended at Annexure P-24 (colly). The list of Un-Secured Creditors of the company alongwith their consents is at Annexure P-25 (Colly). The list of Secured Creditors of the company alongwith their consents is

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C.P. No. 53 of 2013 :3 :

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at Annexure P-26(Colly).

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[7]. It is averred by learned counsel of the petitionercompanies that the Scheme of Amalgamation has been proposed, inter alia, to strengthen the structure and provide for overall business efficiency, to combine their managerial and marketing strength, to streamline administration, to build a wider capital and financial base and to promote and secure the overall interest growth; and it will result in usual economics of centralized and a larger company including reduction in overheads, better and more productive utilization of labour and other resources and reduction in procedural and administrative work and the scheme will strengthen, consolidate; and stablilize the business of the petitioner companies and the resulting amalgamated company will be able to participate more vigorously and profitably in a competitive market.

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[8]. In this view of the matter, convening of the meetings of the Shareholders of the petitioner-Transferor and Transferee Companies, Un-Secured Creditors of the Transferor Company-II and Secured & Un-Secured Creditors of the Transferee Company are ordered to be dispensed with. Since, there are no Secured & UnSecured Creditors of petitioner-Transferor Company-I, and Secured Creditors of the Transferor Company-II, there arises no occasion to dispense with their meetings.

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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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(SURYA KANT) JUDGE

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May10, 2013 dinesh

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C.P. No. 53 of 2013 :4 :

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

Case brief

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

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