NU LINE INDIA P LTD Vs. STATE

JUDGEMENT

(1.) Briefly stated the facts of the case are that the petitioners M/s. Nu-Line Industries P. Ltd. (hereinafter referred to as "the transferor company No. 1), M/s. Swati Storwel P. Ltd. (hereinafter referred to as "the transferor company No. 2) and M/s. Sturdy Industries Ltd. (hereinafter referred to as "the transferee company") are all companies duly incorporated under the Companies Act, 1956 (hereinafter referred to as "the Act"). The three companies have their headquarters in the State of Himachal Pradesh. The three companies filed petitions under Sections 391 and 394 of the Act for sanction of a scheme of "amalgamation which provided for amalgamation of the two transferor companies with the transferee company. Directions were sought for by the petitioners in Company Petitions Nos. 7, 8 and 9 of 2008 for exempting certain meetings and holding of certain meetings of the shareholders and creditors of the companies. Detailed orders were passed in all these petitions on June 4, 2008, wherein after going through the entire company petitions this Court, on the basis of the documents placed on record came to the prima facie conclusion that the merger of the companies would result in better synergy since all the companies are engaged in the same business. Therefore, separate directions were issued in all the petitions.

(2.) In the case of M/s. Nu-Line Industries transferor No. 1 the meeting of the unsecured creditors was dispensed with since all the unsecured creditors had consented to the scheme. Therefore, it was directed that meeting to ascertain the views of the equity shareholders and the secured creditors be held.

(3.) In respect of transferor company No. 2 the meeting of the unsecured creditors was dispensed with since there was only one secured creditor whose claim was also not very significant. It was directed that the meeting of the equity shareholders and the secured creditors be held.