TMI Blog2008 (5) TMI 424X X X X Extracts X X X X X X X X Extracts X X X X ..... he official liquidator within a period of three weeks from today. - C.P. NOS. 60 AND 61 OF 2008 - - - Dated:- 19-5-2008 - S.N. AGGARWAL, J. M.G. Ramachandran, P. Nagesh, R.D. Kashyap and Ms. Manisha Tyagi for the Appearing Parties. JUDGMENT (ORAL JUDGMENT) S.N. Aggarwal, J. Both these petitions are proposed to be disposed of by this common order. The petition being Co. P. No. 61 of 2008 has been filed by M/s. UFO Moviez Ltd. (hereinafter to be referred as "the transferor company") and petition being Co. P. No. 60 of 2008 has been filed by M/s. UFO India Ltd. (hereinafter to be referred as "the transferee company*). Both these petitions have been filed under sections 391 to 394 of the Companies Act, 1956, for sanction of a scheme of amalgamation for amalgamation of the transferor company with the transferee company. The brief facts giving rise to these petitions are as follows : The transferor company was first incorporated under the name and style of M/s. Zefaan Media P. Ltd., on May 5,2005. Later on, its name was changed to M/s. UFO Moviez P. Ltd., and consequent upon change of its name, a fresh certificate of incorporation was issued by the R ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... anies in India and abroad. 3.To carry on the business related to media and communication which includes production, pre-production, post-production, exhibition, distribution and related services of all types of media content including but not limited to films, TV programming news, current affairs, studios and allied works, including consultancy in all these areas in India and abroad. 4.To organise and deliver multimedia and create products (including hardware, software or other types of intellectual property) that enable delivery of multimedia services and over all types of broadcast, broadband and narrowband networks. 5.To produce, buy, sell import, export, trade, manage design, direct, distribute, provide consultancy and services or otherwise deal in any manner or otherwise associate with all kinds of media content, services and products, including but not limited to cinematograph, television, video, audio, text and all kinds of media. 6.To acquire, set up, run maintain, lease licence all types of facilities or networks for distribution, redistribution of content and signal, telecast, broadcast, multicast, release, display transmission, exhibition through dealers, distrib ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... he objects in the memorandum of association of the transferee company provides as under (in clause 7 of the incidental objects). To take over, amalgamate or merge with any other company with objects all or any of which are similar to the objects of the company or whose business is similar to the business or any part of the business of the company in any manner whatsoever, (whether with or without a liquidation of the company)." The board of directors of the transferor company and the transferee company in their separate meeting held on January 29, 2008, have considered the proposed scheme of amalgamation and have passed a resolution dated January 29, 2008, recommending the adoption of the said scheme. The principal factors for which the proposed scheme of amalgamation has been proposed and recommended by the board of directors of the transferor company and the transferee company are as under : "( a )UML and UIL will be able to derive benefits of economy of scale of operations by combining complementary businesses and eliminating overlapping of activities ; ( b )Reduction in cost of operations would be achieved by eliminating duplication as well as operational advantage achi ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ertaken by M/s. Price Water House Coopers. The proposed scheme of amalgamation provides protection to all the employees of the transferor company. As per the scheme, all the employees of the transferor company on the effective date shall become the employees of the transferee company without any break or interruption of service on the same terms and conditions on which they are engaged by the transferor company. Paragraph 4.12 of the proposed scheme deals with the protection to the employees of the transferor company. This court vide order dated March 11, 2008, issued notices of the second motion petition to the Regional Director (Northern Region), Company Law Affairs and also to the official liquidator. The citation of the present petition was got published in The Indian Express (English edition) and Veer Arjun (Hindi edition) on April 28, 2008. In response to notices served upon the official liquidator and the Regional Director (Northern Region), they have filed their separate reports. Ms. Manisha Tyagi, learned counsel appearing on behalf of the official liquidator has submitted that she has no objection in case the scheme proposed for the amalgamation of the transfe ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... any with the transferee company would further create economies in administrative and managerial costs by consolidating operations and is likely to reduce substantial duplication of administrative responsibility and multiplicity of records and legal and regulatory compliances and thereby provide effective management and unified control of operations. The scheme of amalgamation also provides that on approval of the said scheme and its becoming effective, the transferor company shall stands dissolved without winding up. In the facts and circumstances mentioned above, there does not appear to be any legal impediment in sanctioning the proposed scheme of amalgamation. Consequently, sanction is hereby granted to the proposed scheme of amalgamation under sections 391 and 394 of the Companies Act, 1956, for amalgamation of the transferor company with the transferee company subject to the transferee company's filing the necessary forms as prescribed under law in the ogee of the Registrar of Companies to place on record the change in its name. The certified copy of this order shall be filed with the Registrar of Companies within five weeks. It is clarified that this order should not be con ..... X X X X Extracts X X X X X X X X Extracts X X X X
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