IN RE Vs. UML PERFECT BIOMEDIA PVT LTD

JUDGEMENT

(1.) The present petition is filed by UML Perfect Biomedia Private Limited seeking sanction of a Scheme of Arrangement in the nature of Amalgamation of UML Perfect Biomedia Private Limited with Universal Medicap Limited ("Scheme" for short).

(2.) The petitioner herein moved an application before the Honourable High Court of Gujarat, being Company Application No. 468 of 2016, seeking dispensation of meeting of equity shareholders of the petitioner company for the purpose of considering and, if thought fit, approving with or without modification(s) the Scheme. The Hon'ble High Court of Gujarat, by its order dated 21.10.2016, dispensed with the meeting of equity shareholders of the petitioner transferor company. The Honourable High Court was also pleased to dispense with publication in the newspapers and the Government Gazette,

(3.) Universal Medicap Limited, the Transferee Company, filed an application, being Company Application No. 469 of 2016, before Hon'ble High Court of Gujarat seeking to hold that the transferee Company being the Holding Company of the transferor company, i.e. UML Perfect Biomedia Private Limited, the wholly owned subsidiary of the transferee company, separate proceedings, as required to be taken under the provisions of Sec. 391(2) of the Companies Act, 1956 are not required to be undertaken by the Transferee Company. By an order dated 21.10.2016 passed in Company Application No. 469 of 2016, The Honourable High Court of Gujarat ordered that the applicant Transferee Company was exempted from following the procedure as laid down under Sections 391 to 394 of the Companies Act, 1956 including calling and convening of meetings of different classes of members and also was exempted from filing petition for sanctioning of the Scheme.