Allowed

Icm Packaging Private Limited v. -

Bombay HC12 Apr 2013CSP/51/2013

Case brief

AI extract

What is this about?

This order granteinks the sanction of the Court for the Scheme of Amalgamation of ICM Packaging Private Limited into Positive Packaging Industries Limited under Sections 391 to 394 of the Companies Act, 1956, noting statutory compliance and lack of objection.

What did the court decide?

Company Scheme Petition No. 51 of 2013 made absolute in terms of prayer clauses (a), (c) and (d); costs awarded to Regional Director and Official Liquidator.

Icm Packaging Private Limited Vs - — Company and Corporate | Bombay HC (2013)

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IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION

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COMPANY SCHEME PETITION NO. 51 OF 2013

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CONNECTED WITH

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COMPANY SUMMONS FOR DIRECTION NO. 881 OF 2012

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In the matter of the Companies Act, 1956 (1 of 1956);

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AND

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In the matter of Sections 391 to 394

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of the Companies Act, 1956

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AND

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In the matter of Scheme of Amalgamation of ICM Packaging Private Limited

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INTO

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Positive Packaging Industries Limited

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AND

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their respective shareholders.

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ICM Packaging Private Limited … Petitioner Company

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Called for Hearing

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Mr. Hemant Sethi i/b M/s. Hemant Sethi & Co., for the Petitioner

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Mrs. R.N.Sutar, Asst. Official Liquidator present.

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Ms. Neeta Masurkar, i/b H.P Chaturvedi for Regional Director.

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CORAM: Ranjit More, J.

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DATE: 12^th April, 2013

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P.C. :-

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Heard learned counsels for the parties. No objector has come before the court to oppose the Scheme and nor any party has contravened any averments made in the Petition.

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The sanction of the Court is sought under Sections 391 to 394 of the Companies Act, 1956, to the Scheme of Amalgamation of ICM Packaging Private Limited, the Transferor Company with Positive Packaging Industries Limited, the Transferee Company, and their respective shareholders.

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Learned counsel for the Petitioner states that the Petitioner in Company Scheme Petition No. 51 of 2013 is engaged in the business of manufacturing of plastic packaging and other materials. Further the learned advocate states that the Transferee Company is engaged in the business of manufacturing flexible packaging materials. He further states that the Petitioner Company is a wholly owned subsidiary of Positive Packaging Industries Limited, the Transferee Company. The management considered to consolidate the two companies as the Transferee Company had acquired the entire paid-up equity share capital of Transferor Company on March 27, 2012 from its erstwhile owners. The merger of Transferor Company with Transferee Company would also result in cost savings in terms of economies of scale, sourcing benefits, focused operational efforts, rationalization, standardization and simplification of business processes and productivity improvements, Greater synergies of operations and economies in cost will be advantageous for all the stakeholders, Enhanced financial strength and asset base would enable raising of financial resources at competitive rates, Pooling of financial resources, managerial, technical and marketing expertise would help and prepare the amalgamated entity to function more effectively and face competition.

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The Petitioner Company approved the said Scheme by passing the Board Resolution which is annexed to the Company Scheme Petition.

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The learned counsel for the Petitioner further states that the Petitioner company has complied with all the directions passed in Company Summons for Direction and that the Company Scheme Petition have been filed in consonance with the orders passed in respective Summons for Directions.

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The learned counsel appearing on behalf of the Petitioner Company submits that by an order passed in the court on 21^st December 2012 in Company Summons for Direction No. 881 of 2012, the filing of separate Company Summons for Direction and Company Scheme Petition in relation to the proposed Scheme by the Transferee Company, Positive Packaging Industries Limited was dispensed with as Transferee Company is 100% holding Company of the Transferor Company and in view of the Judgment passed by this Court in Mahaamba Investments Limited Versus IDI Limited (2001) 105

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Company Cases (pages 16 to 18).

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The learned counsel appearing on behalf of the Petitioner has stated that the Petitioner has complied with all requirements as per directions of this Hon’ble Court and it has filed necessary affidavits of compliance in the Hon’ble Court. Moreover, Petitioner Company undertakes to comply with all statutory requirements, if any, as required under the Companies Act, 1956 and the Rules made there under. The said undertaking is accepted.

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The Regional Director has filed an Affidavit dated 5/04/2013 stating therein that the Scheme is not prejudicial to the interest of shareholders and public.

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The Official Liquidator has filed his report dated 15/03/2013 in Company Scheme Petition No. 51 of 2013 stating therein that

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the affairs of the Transferor Company have been conducted in a proper manner and that the Transferor Company may be ordered to be dissolved by this Court.

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From the material on record, the Scheme appears to be fair and reasonable and is not violative of any provisions of law and is not contrary to public policy. None of the parties concerned has come forward to oppose the Scheme.

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Since all the requisite statutory compliances have been fulfilled, Company Scheme Petition No. 51 of 2013 filed by the Transferor Company is made absolute in terms of prayer clauses (a), (c) and (d).

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The Petitioner Companies to lodge a copy of this order and the Scheme, duly authenticated by the Company Registrar, High Court (O.S.), Bombay with the concerned Superintendent of Stamps, for the purpose of adjudication of stamp duty payable, if any, on the same within 60 days from the date of the Order.

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Petitioner is directed to file a copy of this order along with a copy of the Scheme of Amalgamation with the concerned Registrar of Companies, electronically, along with E-Form 21 in addition to physical copy as per relevant provisions of law.

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The Petitioner in the Company Scheme Petition No. 51 of 2013 to pay costs of Rs.10,000/- each to the Regional Director, Western Region, Mumbai and the Official Liquidator, High Court, Bombay. Costs to be paid within four weeks from the date of the order.

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

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

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(Ranjit More, J)

Icm Packaging Private Limited v. -

Case brief

What is this about?

What did the court decide?

Icm Packaging Private Limited v. -

Case brief

What is this about?

What did the court decide?

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