HIMACHAL TELEMATICS LIMITED Vs. HIMACHAL FUTURISTIC COMMUNICATIONS LIMITED

JUDGEMENT

(1.) This is a petition under Sections 391 and 394 of the Companies Act, 1956 to sanction the scheme of amalgamation between M/s Himachal Telematics Limited (hereinafter referred to as the "Transferor Company") and M/s Himachal Futurisitc Communications Ltd. (hereinafter referred to as the "Transferee Company"). The main object which is sought to be achieved by the proposed scheme of amalgamation is the combining of the multifarious activities presently being carried out by the two companies under separate umbrellas with a view to enable them to have greater control over the production and marketing function. The amalgamation scheme is for better and profitable utilisation of combined resources of both the companies and to present a consolidated projection to the investors. The scheme of amalgamation was approved by the equity shareholders as well as all classes of creditors i.e. secured and unsecured creditors of the transferor as well as transferee company. The scheme has already been approved by the High Court of Himachal Pradesh at Shimla vide order dt. 10.1.96 subject to scheme finally approved by this Court. No objection for scheme of amalgamation has been received from any shareholders or any class of creditors.

(2.) The main objects of the petitioner/transferor company are primarily to maufacture of digital microwave Radios and also to carry on the business of designers, developers, manufacturers, sellers, buyers, importers, exporters, stockists and distributors and/or other dealers in telecommunication equipment and/or mass consumption terminal equipment etc. The authorised capital of the petitioner/transferor company as on 31st March, 1995 was Rs.50,00,00,000 divided into 5,00,000 equity shares of RS.10.00 each and the paid up capital as on 31st March, 1995 was Rs.24,23,07,000 divided into 2,42,50,000 equity shares of RS.10.00 each.

(3.) The transferee company was incorporated on 11.5.1987 as a public limited company and is primarily engaged in the business of designers, manufacturers, assemblers, sellers, buyers, importers, exporters, stockists and distributors and/or other wise dealers in telecommunication equipment like electronic rural automatic, electronic private automatic branch exchange, transmission equipment, modems, integrate digital network systems, component, sub-system, wireless telephone, cellular radios, multiaccess rural radio telephone system with their accessories and associated equipment, all types of speech secrecy equipment, using various techniques, suitable for telephones, and radio communication equipment, fascimile systems, teleprinters, teletext and videotex systems, electronic typewriters and copying machines and subscriber carrier systems etc.