Sintir Plast Containers Private Limited v. Vectus Industries Limited
2013-11-01
SUJOY PAUL
body2013
DigiLaw.ai
Judgment: Sujoy Paul, J.;- 1. This order shall govern disposal of connected Company Petition Nos. 9/2013 and 10/2013. The Company Petition Nos. 9/2013 and 10/2013 were filed by the Transferor Company and the Transferee Company respectively by invoking jurisdiction of this Court under Sections 391(2) and 394 of the Companies Act, 1956 (for brevity "Act") for sanction of the Scheme of Amalgamation between Sintir Plast Container Private Limited (Transferor Company) and Vectus Industries Limited (Transferee Company). The Scheme of Amalgamation is enclosed as Annexure "A" in the Company Petition No. 09/2013. The Transferor Company earlier filed Company Petition No. 3/2013, which was disposed by this Court on 13th May, 2013. By that order, the meetings of share holders of the Transferor Company was dispensed with, with further direction to convene the meetings of secured and unsecured creditors of both the Transferor and Transferee Company. On 13th May, 2013, this Court appointed a Chairperson/Alternate Chairperson for the said meetings. This Court appointed Mrs. Nandita Dubey as Chairperson for the meeting of the secured and unsecured creditors of the companies and in her report she has stated that the only secured creditors present in person had voted in favour of the resolution of the approval arrangement embodied in the Scheme of Amalgamation. She further stated in the report that in the meeting held for unsecured creditors of the Transferor Company, more than 3/4 in value and more than majority in number, present in person and/or by proxy voted unanimously in favour of the resolution embodied in the Scheme of Amalgamation. The Transferor Company alongwith Company Petition No. 09/2013 has filed the report of the Chairperson for the meeting of the secured creditors held on 13th June, 2013. This report is Annexure "L" and in the meeting of unsecured creditors, the report Annexure "N" has been filed. Transferor Company also filed the report of scrutineers as Annexure "K" and "M" respectively for the meeting of secured and unsecured creditors. 2. The Chairperson Mrs. Nandita Dubey was also the Chairperson appointed for the meeting of secured and unsecured creditors of the Transferee Company.
Transferor Company also filed the report of scrutineers as Annexure "K" and "M" respectively for the meeting of secured and unsecured creditors. 2. The Chairperson Mrs. Nandita Dubey was also the Chairperson appointed for the meeting of secured and unsecured creditors of the Transferee Company. In her report for the said meeting, she has stated that the secured creditors present in person, having more than 3/4 in value voted in favour of the resolution of the approval arrangement embodied in the Scheme of Amalgamation and in her report filed in the meeting held for the unsecured creditors of the Transferee Company, she has stated that more than 3/4 in value and more than majority in number, present in person and/or by proxy voted unanimously in favour of the resolution embodied in the Scheme of Amalgamation. The details of the dates of incorporation of petitioner companies and other necessary details have been given in the petition. 3. The Transferee Company alongwith Company Petition No. 10/2013, has filed the report of the Chairperson for the meeting of secured creditors held on 13th June, 2013. The report of meeting of unsecured creditors is also filed. These reports are Annexure "L" and "N" respectively. The Transferee Company has also filed the report of Scrutineers as Annexure "K" and "M" respectively related with the meeting of secured and unsecured creditors. 4. In these petitions, notices were directed to be issued to the Regional Director and Official Liquidator (for short "OL"). Citations were also directed to be published as per Rule 80 of the Company (Court) Rules, 1959 in Times of India (English) and Nai Dunia (Hindi). An affidavit dated 4th September, 2013 towards the publication in the aforesaid newspapers on 22nd August, 2013 in compliance of Rule 80 of the Company (Court) Rule, 1959 was filed by representatives of the petitioner companies in both the petitions. Copies of newspaper cuttings aforesaid are also filed alongwith said affidavit. 5. After receiving the notices issued by this Court, the OL attached to this Court filed his common report OLR No. 3/201 in Company Petition No. 9/2013 and Company Petition No. 10/2013. The OL reported that he has not received any complaint against the proposed scheme from any party in any manner.
5. After receiving the notices issued by this Court, the OL attached to this Court filed his common report OLR No. 3/201 in Company Petition No. 9/2013 and Company Petition No. 10/2013. The OL reported that he has not received any complaint against the proposed scheme from any party in any manner. It is opined that the affairs of the Transferor Company, which is subject matter of dissolution, do not appear to have been conducted in a manner prejudicial to the interest of its members, creditors or against public interest. Shri Saraswat, learned counsel appearing for the OL, also did not raise any objection against proposed Scheme of Amalgamation between the Transferor and Transferee Companies. 6. Upon receiving notices, the Regional Director through his counsel submitted no objection regarding proposed Scheme of Amalgamation. Learned counsel appearing for petitioner/Transferor states that all the queries of Regional Director have been timely and satisfactorily replied and Officials of Transferor Company had also personally visited the office of the Regional Director for the same. Shri Nitin Agarwal, appearing for the ROC, submitted that he has no objection to the proposed Scheme of Amalgamation. 7. In view of the approval accorded by share holders and creditors of the petitioner companies in the meeting aforesaid, representation/reports filed by the OL to the proposed scheme, it appears that there is no impediment in granting sanction to the proposed scheme. Resultantly, sanction of this Court is hereby accorded to the Scheme of Amalgamation under Section 391, 394 and 100 to 104 of the Act. Both, Transferor and Transferee Companies will comply with the statutory requirement in accordance with law. 8. The certified copy of the formal order shall be filed before the Registrar of Companies within 30 days from the date of receipt of the same. 9. In terms of Section 391 and 394 of the Act, all the properties, assets, rights and powers of the Transferor Company shall be transferred to and vest in the Transferee Company without any further act or deed. Similarly all the liabilities and duties of the Transferor Company shall stand transferred to the Transferee Company without any further act or deed. Companies shall stand dissolved without winding up. 10.
Similarly all the liabilities and duties of the Transferor Company shall stand transferred to the Transferee Company without any further act or deed. Companies shall stand dissolved without winding up. 10. It is made clear that this order will not be construed as an order granting exemption from payment of stamp duty or any other charges, payable in accordance with any law or permission/compliance with any other requirement which may be specifically required under any law. 11. Learned counsel of petitioners submits that the Transferee Company would voluntarily deposit a sum of Rs. 25,000/- in the Common Pool Fund of the OL within three weeks from today. Petitions are allowed in the aforesaid terms.