IN THE HIGH COURT OF HIMACHAL PRADESH SHIMLA Company Petition No.13 of 2010. Date of decision: 22.10.2010. Sunvision Engineering Company … …Transferor Company Pvt.Ltd. Versus Himachal Futuristic ……Petitioner-Transferee Company Communications Limited. Coram The Hon’ble Mr.Justice Dev Darshan Sud,J. Whether approved for reporting ?1 No. For the Petitioner-: Mr.Sunil Mohan Goel, Advocate Transferee Company: For the Respondents: Dev Darshan Sud,J. This petition has been filed by the Transferor Company, Sunvision Engineering Company Private Limited, invoking the provisions of Sections 391-394 of the Companies Act, 1956 praying for:- (i) “dispense the meeting of the Equity Shareholders of the Petitioner/Transferor Company to consider the Scheme in view of the averments made in para 15 of the Petition. 1 Whether the reporters of Local Papers may be allowed to see the judgement? Yes. 2 (ii) Dispense with the requirement of convening the meeting of the Unsecured Creditors of the Petitioner/Transferor Company to consider the Scheme in view of the averments made in para 17 of the Petition. (iii) Dispense with the requirement of convening the meeting of the Optionally Convertible Debenture Holder of the Petitioner/Transfer Company to consider the Scheme in view of the averments made in para 18 of the Petition. (iv) Pass such further and other orders as deemed proper in the facts and circumstances of the case.” 2. The petitioner submits that it is incorporated under the Companies Act with its Registered Office initially in the National Capital Territory of Delhi and thereafter in the State of Himachal Pradesh. The authorized trading activities of both the Transfree and Transferor Companies have been reproduced in the petition. The objects and advantages of the Scheme of Amalgamation have also been set out there and need not be reproduced here. The Board of Directors of the Company has approved the Amalgamation Scheme at its meeting held on 21st September, 2010 and it has also been approved by the Directors of the 3 Transferee Company and now awaits approval at the meeting of its Shareholders and Creditors of all classes. The petitioner submits that the Equity Share Holders, who were three in number, have already submitted their approval for the Amalgamation which have been filed with the petition as Annexure-J. The Company has no Secured Creditors which fact has been certified by the Chartered Accountant Atul Kulshrestha & Company vide Annexure-K. The Unsecured Creditors i.e. Videocon International Electronics Ltd. and Videocon Industries Ltd. have also submitted their consent to the Scheme of Amalgamation vide Annexure-L and so also the Optionally Convertible Debenture (OCD) Holders Reliance Industrial Investments and Holdings Limited vide Annexure-M. All these consents have been given subject to the Scheme satisfying the provisions of the Companies Act. It is further stated that there is no investigation proceedings instituted or pending against the Company. In-fact this application has been made bonafide in the interest of the Transferee Company. 3. I have heard learned counsel for the petitioner. 4. From the consent of the Equity Share Holders, Secured and Unsecured Creditors and Optionally Convertible Debenture Holders placed on the record, I find that there is no serious objection to the Scheme for Amalgamation. In these circumstances, it would be 4 in the fitness of the things that permission is granted to the Company to dispense with the meeting of Equity Share Holders, Secured and Unsecured Creditors and Optionally Convertible Debenture Holders. October 22, 2010. (Dev Darshan Sud) (aks) Judge.