Allowed

Skyflex Packs Pvt. Ltd. v. ------------------

Punjab & Haryana HC9 Aug 2012CP/39/2012

Case brief

AI extract

What is this about?

The Court sanctioned the Scheme of Amalgamation of Skyflex Packs Private Limited with Sky Pack India Private Limited under Sections 391 to 394 of the Companies Act, 1956, based on compliance reports and consent of authorities.

What did the court decide?

Sanctioned the Scheme of Amalgamation; assets and liabilities of Transferor Company to vest in Transferee Company; Transferor Company to be dissolved.

Skyflex Packs Pvt. Ltd. Vs ------------------ — Company and Corporate | Punjab & Haryana HC (2012)

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CP NO. 39 OF 2012 :: 1::

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IN THE HIGH COURT FOR THE STATES OF PUNJAB AND HARYANA AT CHANDIGARH.

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C.P. NO. 39 OF 2012(O & M) connected within C.P. No. 05 of 2012. Date of Decision: 9th August,2012.

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IN THE MATTER OF:

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SECTIONS 391 TO 394 OF THE COMPANIES ACT, 1956

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AND IN THE MATTER OF :

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Scheme of Amalgamation of SKYFLEX PACKS PRIVATE LIMITED.

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..Tranasferor/Petitioner Company No-1

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WITH SKY PACK INDIA PRIVATE LIMITED.

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...Transferee/Petitioner Company No-2

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Present: Mr.Sanjay Luthra, Advocate.

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Mr. D.P. Ojha, Official Liquidator.

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CORAM:

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HON’BLE MR. JUSTICE SURYA KANT.

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1. Whether Reporters of local papers may be allowed to see the judgment?

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2. To be referred to the Reporters or not?

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3. Whether the judgment should be reported in the Digest?

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SURYA KANT, J. [ORAL]

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In this petition under Section 391 to 394 of the Companies Act, 1956, duly supported by affidavits, the petitionercompanies seek sanctioning of the Scheme of Amalgamation (Annexure P/1) of Transferor Company with Transferee Company.

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[2] Main objects of the the Transferor and Transferee Companies ( Petitioner No. 1 & 2 ) are detailed in their respective Memorandum and Articles of Association annexed with the petition at Annexure P-2, and P-3 , respectively.

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[3] The Board of Directors of the SKYFLEX PACKS

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CP NO. 39 OF 2012 :: 2::

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PRIVATE LIMITED ( Transferor Company) ,SKY PACK INDIA PRIVATE LIMITED (Transferee Company) have approved the Scheme of Amalgamation in their respective meetings held on 21.07.11, vide resolutions Annexures P-7 and P-8, respectively.

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[4] The Authorised Share Capital of Transferor Company as per audited Balance Sheet of March 31, 2011 is Rs.60,00,000/- divided into 6,00,000 Equity Shares of Rs.100/- each. Its Issued, subscribed and paid-up capital is Rs.58,00,000/- divided into 5,80,000 Equity Shares of Rs.100/- each.

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[5] The Authorised Share Capital of Transferee Company as per audited Balance Sheet of March 31, 2011 is Rs.50,00,000/- divided into 50,000 Equity Shares of Rs.100/- each. Its Issued, subscribed and paid-up share capital is Rs.47,40,000/divided into 47,400 Equity Shares of Rs.100/- each.

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[6] The petitioner companies had earlier approached this Court by way of Company Petition No.5 of 2012 and vide orders dated 08.02.2012 passed therein the meetings of Un-secured Creditors of the Transferor and Transferee Companies were directed to be convened. Mr. Manoj K. Sood, and Mr. Praveen K. Gupta, Advocates were appointed as Chairman and co-Chairman for conducting those meetings. The meetings were held as per schedule and the reports submitted to this effect by the Chairman were taken on record while disposing of the Ist Motion Petition.

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[7] In this Second Motion Petition, notice was issued to the Regional Director, Northern Regional Ministry of Corporate Affairs, Noida as well as the Official Liquidator and the same was

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CP NO. 39 OF 2012 :: 3::

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also ordered to be published in the daily 'Financial Express' (English) and 'Jansatta' (vernacular) both Delhi Edition and in the official Gazette of the Government of Haryana. The compliance affidavit of the said order has been placed on record.

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[8] Pursuant thereto, the Official Liquidator has submitted the report dated 04.07.2012 by way of affidavit of Mr.B.K. Bansal, Regional Director, Northren Region, Ministry of Corporate Affairs, Noida, vide which he has submitted no objection to the proposed Scheme of Amalgamation. The Official Liquidator has also placed on record his report stating therein that the affairs of the Transferor Company have been conducted in a manner not prejudicial to the interest of its members and public at large.

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[9] The petitioner-Companies have confirmed that there are no investigations or proceedings pending against them under Sections 235 and 251 of the Companies Act.

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[10] For the reasons stated above and keeping in view the procedural requirements as contemplated under Sections 391 to 394 of the Companies Act and the relevant facts and Rules and on due consideration of the reports of Regional Director, Northern Region, Ministry of Corporate Affairs and the Official Liquidator, the Scheme of Amalgamation of the Transferor Company with the Transferee Company is hereby sanctioned and as a result thereto, the assets and liabilities of the Transferor Company shall stand vested in the Transferee Company and the Transferor Company shall stand dissolved without being wound up. The Transferee Company shall allot the shares to the shareholders of the Transferor

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CP NO. 39 OF 2012 :: 4::

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Company in terms of para 9 of the PART-E of the Scheme of Amalgamation.

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[11] The Scheme shall be binding on the Transferor and the Transferee Companies, their respective shareholders, creditors and all concerned.

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[12] Let formal order of sanction of the Scheme of Amalgamation be drawn in accordance with law and the certified copy of the same be filed with the Registrar of Companies within 30

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days from the date of receipt of certified copy of the same.

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[13] A notice of this order be published in the daily 'Financial Express' (English) and 'Jansatta' (Vernacular) both Delhi Edition and in the official Gazette of the Government of Haryana. [13] Any interested person shall be at liberty to apply to the Court for any direction(s) as per law.

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[14] Disposed of accordingly.

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09.08.2012 ( SURYA KANT ) dinesh JUDGE

Skyflex Packs Pvt. Ltd. v. ------------------

Case brief

What is this about?

What did the court decide?

Skyflex Packs Pvt. Ltd. v. ------------------

Case brief

What is this about?

What did the court decide?

What the court decided

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