Ufo Moviez Ltd v. **************

* IN THE HIGH COURT OF DELHI AT NEW DELHI COMPANY JURISDICTION + COMPANY APPLICATION (MAIN) No.26 & 27 of 2008 % DATE OF ORDER: 19.02.2008 In the matter of the Companies Act, 1956: And Applications under Sections 391(1) & 393 of the Companies Act, 1956 Scheme of Amalgamation of: UFO Moviez Ltd. ... Applicant/Transferor Company and UFO India Ltd. ... Applicant/Transferee Company Through : Mr. M.G. Ramachandran, Mr. P. Nagesh, Mr. Anand K. Ganesan and Ms. Swapna, Advocates VIPIN SANGHI, J. (ORAL)

¶1These are two separate applications by applicants UFO Moviez Ltd. (Transferor company) and UFO India Ltd. (Transferee company), under Section 391(1) & 393 of the Companies Act, 1956 (hereinafter referred to as the Act) seeking dispensation of meetings of equity shareholders, preference shareholders, secured and unsecured creditors of both the applicant companies, which are otherwise required for considering the scheme of amalgamation.

¶2The registered office of both the Transferor and Transferee companies are situated at M4, Surya Mansion, Hauz Khas, Kaushalya Park, New Delhi 110016, that is, within the jurisdiction of this Court.

¶3The Board of Directors of both of the applicant companies have passed resolutions on 29th January 2008, approving the scheme of amalgamation of the Transferor company with the Transferee company, copies of which have been filed.

¶4Both the Transferor and Transferee company have filed their respective Memorandum and Articles of Association along with the application. The audited balance sheets of the applicant companies as on 31.03.2007 have been filed on record.

¶5The applicant companies also filed Scheme of Amalgamation and salient features of the amalgamation have been incorporated and detailed in the application.

¶6The applicants have stated that no proceedings under Sections 235 to 251 of the Act are pending against the Transferor and the Transferee company.

¶7The share exchange ratio of the applicant companies is stated to have been fixed on a fair and reasonable basis on the basis of the valuation report of the chartered accountants, a copy of which has been filed for record.

¶8The Transferor company was incorporated on

05.05.2005. Its authorized share capital is Rs.71 crores, divided into 10,00,000 equity shares of Rs.10/- each, 15,00,000 11% cumulative redeemable preference shares of Rs. 100/- each and 55,00,000 cumulative convertible preference shares of Rs.100/- each. The issued, subscribed and paid up share capital of the applicant Transferor company is Rs.52,52,520/- divided into 525252 equity shares of Rs.10/- each, Rs.14,00,00,000 divided into 14,00,000 11% cumulative redeemable preference shares of Rs.100/- each.

¶9The Transferor company has 76 equity and 1 preference shareholders. The consents of the equity and preference shareholders to the Scheme of Amalgamation has been filed. Consequently, the meeting of the equity and preference shareholders of the Transferor company to consider the scheme of amalgamation is dispensed with.

¶10As per the auditor's report dated 15th February 2008, the Transferor company has no unsecured creditors and 1 secured creditor, whose consent to the said Scheme has been filed on record. Keeping that in mind, the meeting of the secured creditor has been dispensed with.

¶11The Transferee company was incorporated on

14.06.2004. Its authorized share capital is Rs.2,50,00,000/- divided into 25,00,000 equity shares of Rs.10 each. Its issued subscribed and paid up share capital is Rs.2,47,50,000/- divided into 24,75,000 equity shares of Rs.10/-.

¶12The Transferee company has 9 equity shareholders. 8 of them have given their consents, which have been filed on record. One of the shareholders has passed away, and his death certificate has also been placed on record. Consequently, the meeting of the equity shareholders of the Transferee company to consider the Scheme of Amalgamation is dispensed with.

¶13The Transferee company has only 1 unsecured creditor, whose consent has been placed on record. Furthermore, the Transferee company has 2 secured creditors, whose consents have also been placed on record. Therefore, it is just and appropriate to dispense with convening the meeting of the secured and unsecured creditors of the Transferee company to consider the scheme of amalgamation.

¶14Publication of citation for equity shareholders, preference shareholder, secured and unsecured creditors of the applicant companies is also dispensed with.

¶15The application is disposed of in terms of the above order. February 19, 2008

VIPIN SANGHI, J. aj/P.K. BABBAR