Gujarat High Court
Zylog Plastalloys Private Limited vs Respondent(S) on 14 December, 2016
Author: Abhilasha Kumari
Bench: Abhilasha Kumari
O/COMP/526/2016 ORDER
IN THE HIGH COURT OF GUJARAT AT AHMEDABAD
COMPANY PETITION NO. 526 of 2016
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ZYLOG PLASTALLOYS PRIVATE LIMITED....Petitioner(s)
Versus
......Respondent(s)
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Appearance:
MR NAVIN K PAHWA FOR THAKKAR AND PAHWA ADVOCATES,
ADVOCATE for the Petitioner(s) No. 1
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CORAM: HONOURABLE SMT. JUSTICE ABHILASHA KUMARI
Date : 14/12/2016
ORAL ORDER
1. Leave to substitute AnnexureD of the present petition with AnnexureD of Company Petition No.523 of 2016.
2. The present petition under Section 391 read with Section 394 of the Companies Act, 1956, has been preferred, seeking the sanction of this Court for the Scheme of Amalgamation of Zylog Plastalloys Private Limited with Pehnav ERetail Limited. It is stated on behalf of the petitioner that earlier, the petitioner had filed Company Summons for Directions No.819 of 2016 before the High Court of Judicature at Bombay, seeking an order of dispensation of the meeting of the Equity Shareholders. The petitioner also sought Page 1 of 5 HC-NIC Page 1 of 5 Created On Sun Feb 05 00:24:05 IST 2017 O/COMP/526/2016 ORDER the dispensation of the meeting of the Unsecured Creditors on the ground that no compromise or arrangement is offered to the Unsecured Creditors and further, that there will be no dilution in the rights of the Unsecured Creditors upon sanction of the Scheme. The petitioner, however, undertook to issue individual notices of the date of hearing of the petition by R.P.A.D. to all the Unsecured Creditors and also to publish the same in two local newspapers at the time of orders on the Company Petition. It is reported that there are no Secured Creditors of the petitioner company.
3. By an order dated 27.10.2016, passed in Company Summons For Directions No.819 of 2016, the High Court of Judicature at Bombay directed the dispensation of the meetings of the Equity Shareholders and Unsecured Creditors of the petitioner company, accepting the aforementioned undertaking/with further stipulations as recorded in the order.
4. Heard Mr.Navin K. Pahwa, learned advocate for the petitioner.
5. The learned counsel for the petitioner submits Page 2 of 5 HC-NIC Page 2 of 5 Created On Sun Feb 05 00:24:05 IST 2017 O/COMP/526/2016 ORDER that the registered office of the petitioner has since been shifted from the State of Maharashtra to the State of Gujarat w.e.f. 21.11.2016. Clause 1.8 of the Scheme, which provides for the registered office of the petitioner company, was required to be modified. Similarly, clause 1.6 of the Scheme, which provides for the registered office of the Transferee Company, was also required to be modified. Additionally, through inadvertence, it is recorded in Clause 11 of the Scheme that upon sanction of the Scheme, the name of the Transferee Company shall be changed to "Zylog Plastalloys Private Limited"
whereas in fact it was proposed to change the name to Zylog Plastalloys Limited.
6. It is further submitted that Clause 16 of the Scheme empowers the Board of Directors of both the Companies to modify the Scheme. The Board of Directors of both the Companies have, accordingly, passed resolutions in their respective Board Meetings held on 2.12.2016, approving the modifications in the Scheme. The Board Resolutions are produced at AnnexureE collectively, pages 106107 of the Page 3 of 5 HC-NIC Page 3 of 5 Created On Sun Feb 05 00:24:05 IST 2017 O/COMP/526/2016 ORDER petition. Accordingly, the modified Scheme of Amalgamation is prepared and produced vide Annexure F, pages 108123 of the petition.
7. Admit.
8. Notice to the Central Government, through the Regional Director, ROC Bhavan, Opp. Rupal Park Society, Behind Ankur Bus Stop, Naranpura, Ahmedabad 380013. Notice is also directed to be issued upon the Official Liquidator with a direction to appoint a Chartered Accountant for the preparation and submission of the report at the cost of the petitioner.
9. Notice of the hearing of the petition to be published in the English Daily Newspaper "Indian Express" and the Gujarati Daily Newspaper "Financial Express", having circulation in Ahmedabad. The petitioner company is permitted to publish a common advertisement together with the petitioner of the Transferee company. The petitioner is also directed to issue individual notices to all the Unsecured Creditors of the Company by RPAD. The publication of notice in the Government Gazette is dispensed with.
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O/COMP/526/2016 ORDER
10. The final hearing of the petition is fixed on 24.01.2017.
(SMT. ABHILASHA KUMARI, J.) Gaurav+ Page 5 of 5 HC-NIC Page 5 of 5 Created On Sun Feb 05 00:24:05 IST 2017