IN RE Vs. FORTUNE NICKEL LIMITED

JUDGEMENT

(1.) This is a joint petition for sanction of the scheme of amalgamation between (i) Fortune Nickel Limited (Petitioner-Transferor Company No. 1) ; (ii) A.N. Trading Private Limited (Petitioner-Transferor Company No. 2) ; (iii) Balram Alloys Private Limited (Petitioner-Transferor Company No. 3) ; (iv) Shivangan Tie Up Private Limited (Non-Petitioner- Transferor Company No. 4) (hereinafter called the Transferor-companies) with Global Transmission Private Limited (Petitioner-Transferee Company) , their shareholders and creditors.

(2.) The instant petition was filed in the Hon'ble Punjab and Haryana High Court, Chandigarh under section 391 to 394 of the Companies Act, 1956 (for short to be herein-after as '1956 Act') . Vide order dated 22.07.2016 the Hon'ble High Court dispensed with the meetings of the shareholders of Transferor-Companies No.1 to 3 and that of Transferee-Company in view of the consent letters/affidavits from all the shareholders. This is evident from affidavits Annexure P-8, P-14, P-20 and P-35, respectively. The petitioner companies had no secured and unsecured creditors and therefore there was nothing to convene their meetings. The registered office of the petitioner companies is situated at Ludhiana in the State of Punjab and therefore, the matter falls within the jurisdiction of this Tribunal.

(3.) The Hon'ble High Court directed the issuance of notice to the Regional Director, Northern Region, Ministry of Corporate Affairs, New Delhi and the Official Liquidator. Notice was also directed to be published in 'Indian Express' (English) and 'Jagbani' (Punjabi) both Punjab Editions and in the Official Gazette of Government of Punjab. It was also directed that notice be uploaded on the website of the Official Liquidator. On coming into force of the Companies(Transfer of Pending Proceedings) Rule, 2016 by virtue of Rule 3, the petition was transferred to this Tribunal.