UFO INDIA LTD. Vs. STATE

JUDGEMENT

(1.) BOTH these petitions are proposed to be disposed of by this common order. The petition being Co. P. No. 61 of 2008 has been filed by M/s. UFO Moviez Ltd. (hereinafter to be referred as 'the transferor company') and petition being Co. P. No. 60 of 2008 has been filed by M/s. UFO India Ltd. (hereinafter to be referred as 'the transferee company'). Both these petitions have been filed under Sections 391 - 394 of the Companies Act, 1956, for sanction of a scheme of amalgamation for amalgamation of the transferor company with the transferee company.

(2.) THE brief facts giving rise to these petitions are as follows: The transferor company was first incorporated under the name and style of M/s. Zefaan Media P. Ltd., on May 5, 2005. Later on, its name was changed to M/s. UFO Moviez P. Ltd., and consequent upon change of its name, a fresh certificate of incorporation was issued by the Registrar of Companies, NCT of Delhi and Haryana on August 30, 2006. The transferor company became a public company limited by shares with effect from November 13, 2006, vide fresh certificate of incorporation issued by the Registrar of Companies, NCT of Delhi and Haryana.

(3.) THE objects for which the transferor company was incorporated are set out in its memorandum or articles of association. The main object of the transferor company as mentioned in the memorandum or articles of association of the said company are as under: 1. To own, run and act as distribution for films, serials or other media content and to act as distributor to carry out, organise and participate and conduct the business of digital system using digital media including but not limited to DVD, fibre optics, satellite transmission, etc., and to store, transmit, retrieve and replay the audio visuals all over India and abroad. 2. To carry on the business of producers, exhibitors, importers, exporters, dealers and distributors of cinematographic films, TV documentary and advertisement films, TV programmes, serial, news based programmes, video and feature films, talkies (of every description), cinema slides and advertisement shorts in all their branches and to do all things necessary and expedient in connection with the business such as to erect, construct, purchase, take on lease or hire, otherwise acquire and maintain films production studios, laboratories, cinemas, picture places, halls, concert halls theatrical companies, entertainment groups, touring talkies and other kinds of buildings necessary on or required to carry on the businesses of the company and also to do such business on behalf of or in collaboration with films division, doordarshan, NFDC, Central and State Government Bodies, NGOs and other public and private sector companies in India and abroad. 3. To carry on the business related to media and communication which includes production, pre -production, post -production, exhibition, distribution and related services of all types of media content including but not limited to films, TV programming, news, current affairs, studios and allied works, including consultancy in all these areas in India and abroad. 4. To organise and deliver multimedia and create products (including hardware, software or other types of intellectual property) that enable delivery of multimedia services and over all types of broadcast, broadband and narrowband networks.