Allowed

Zenna Plastics Limited v. ---------------------------------------------

Bombay HC4 Jul 2008CP/272/2008

Case brief

AI extract

What is this about?

Sanction was granted under sections 391 to 394 of the Companies Act, 1956 for the Scheme of Amalgamation between Zenna Plastics Ltd. (transferor) and Weener Empire Plastics Ltd. (transferee). The court found the scheme fair, reasonable, compliant with statutory requirements and non-prejudicial to stakeholders.

What did the court decide?

Company Petition No.272 of 2008 and Company Petition No.273 of 2008 made absolute in terms of prayer clauses; petitioner companies directed to lodge Scheme with Superintendent of Stamps.

Zenna Plastics Limited Vs… — Company and Corporate | Bombay HC (2008)

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IN THE HIGH COURT OF JUDICATURE AT BOMBAY

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ORDINARY ORIGINAL CIVIL JURISDICTION
COMPANY PETITION NO.272 OF 2008
WITH
COMPANY APPLICATION NO.326 OF 2008

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Zenna Plastics Ltd... Petitioner

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WITH

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COMPANY PETITION NO.273 OF 2008
WITH
COMPANY APPLICATION NO.327 OF 2008

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Weener Empire Plastics Ltd... Petitioner

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Mr.Rajesh Shah i/b. Rajesh Shah & Co. for
petitioners

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Mr.S.Ramakantha, Dy.O.L. in C.P.No.272 of 2008
Ms.Heena Shah i/b. Mr.S.K.Mohapatra for R.D. in
both petitions.

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CORAM :S.C.DHARMADHIKARI, J.
DATE:4th July 2008

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P.C.

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.Heard learned Counsel for the parties.

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2.The sanction of the Court is sought under
sections 391 to 394 of the Companies Act, 1956 to
the Scheme of Amalgamation of Zenna Plastics
Ltd., the transferor company with Weener Empire
Plastics Ltd., the transferee Company.

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3.Counsel appearing on behalf of the
petitioners has stated that they have complied
with all requirements as per directions of this
Court and they have filed necessary affidavits of
compliance in the Court. However, petitioner
company also undertakes to comply with all
statutory requirements if any, as required under
the Companies Act, 1956 and the rules made
thereunder.

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4.The Regional Director has filed affidavit
stating therein that the scheme is not
prejudicial to the interest of creditors,
shareholders and public save and except objection
raised at para 6 of the said affidavit regarding

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Accounting Standard 14. The petitioners through
their counsel undertake to comply with the
accounting treatment as prescribed under the
Accounting Standard 14 i.e. "Accounting for
Amalgamation" issued by the Institute of
Chartered Accountants of India. The said
undertaking is accepted.

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5.The Official Liquidator has filed report
in Company Petition No.272 of 2008 stating
therein that the affairs of the transferor
company have been conducted in a proper manner
and that the transferor company may be ordered to
be dissolved.

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6.Upon perusal of the entire material
placed on records, the Scheme appears to be fair
and reasonable and is not violative of any
provisions of law and is not contrary to any
public policy. None of the parties concerned has
come forward to oppose the scheme. Moreover, the

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Regional Director has stated that the scheme as
proposed is not prejudicial to the interest of
shareholdes, creditors and the public and the
official liquidator has stated that the affairs
of the transferor company have been conducted in
a proper manner.

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7.There is no objection to the Scheme save
and except as stated in para No.6 of the
affidavit of the Regional Director and since all
the requisite statutory compliances have been
fulfilled, Company Petition No.272 of 2008 filed
by the Transferor Company is made absolute in
terms of prayer clauses (a) to (j). Company
Petition No.273 of 2008 filed by the Transferee
Company is made absolute in terms of prayer
clause (a) to (i).

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8.The petitioner companies to lodge a copy
of this order and the Scheme with the concerned
Superintendent of Stamps for the purpose of

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adjudication of stamp duty payable, if any, on
the same within 30 days of obtaining the
certified copy and/or an authenticated copy of
the order.

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9.The petitioners in all the Company
Petitions to pay cost of Rs.5000/- each to the
Regional Director in all the petitions and to the
Official Liquidator by the petitioner in the
Company Petition No.272 of 2008 filed by the
Transferor Company. Costs to be paid within four
weeks from today.

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10.Filing and issuance of the drawn up order
is dispensed with.

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11.All authorities to act on a copy of this
order along with Scheme duly authenticated by the
Company Registrar, High Court, Bombay.

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(S.C.Dharmadhikari, J)

Zenna Plastics Limited v. ---------------------------------------------

Case brief

What is this about?

What did the court decide?

Zenna Plastics Limited v. ---------------------------------------------

Case brief

What is this about?

What did the court decide?

What the court decided

A compact analysis

Issues for consideration

Statutes considered

Parties & counsel

Coram

Case details

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