IN RE Vs. UTTRAKHAND AUTOMOTIVES LIMITED

JUDGEMENT

(1.) This is a joint Second Motion Petition filed by the petitioner companies for approval of the 'Scheme' of Amalgamation (for brevity the 'Scheme') of Uttrakhand Automotives Limited (for brevity P-1 Company/Transferor Company) with Rico Auto Industries Limited (for brevity P-2 Company/Transferee Company) . The joint petition is maintainable in terms of sub-rule (2) of Rule 3 of the Companies (Compromises, Arrangements and Amalgamations) Rules 2016 (for short to be referred here-in-after as the 'Rules') .

(2.) The petitioner companies filed CA No.132/2017 for amendment of the petition to correctly describe the ward numbers of the Income Tax Jurisdiction under which these companies are being assessed. The application has been allowed and the amended memo of parties was taken on record vide order dated 11.09.2017.

(3.) The petitioner companies filed First Motion Company Petition No.158/2016 in the Hon'ble Punjab and Haryana High Court with a prayer for dispensing with the meeting of equity shareholders, secured and unsecured creditors of petitioner companies in view of the fact that the Transferor Company is a wholly owned subsidiary of Transferee Company and also on account of consent letters of equity shareholders, secured and unsecured creditors of P-1 Company being placed on record. In view of the above, vide orders dated 07.11.2016 Annexure P-9, the said meetings were dispensed with. It was observed by the Hon'ble High Court as under: " Thus, in view of the consent given by all the Equity Shareholders and Unsecured Creditors of the Transferor Company/Petitioner Company-I convening of their meetings are hereby ordered to be dispensed with. There is 'Nil' Secured Creditor of the Transferor Company/Petitioner Company-I, therefore, there is nothing to convene their meeting. Since the Transferor Company/Petitioner Company-I is wholly owned subsidiary of the Transferee Company/Petitioner Company-II and no new shares are being issued & rights of Equity shareholders are not being diluted and there is no compromise being entered with the Secured and Unsecured Creditors and also in terms of the judgment passed by this Court in CP No.153 of 2013 in the matter of "Liberty Retail Revolutions Limited with Liberty Shoes Limited", decided on 22.11.2013, convening of the meetings of the Equity shareholders, Secured and Unsecured Creditors of the Transferee Company/Petitioner Company-II are also ordered to be dispensed with."