T.P. No. 28/NCLT/AHM/2017 (New), C.P. No. 499/2016, C.A. No. 477/2016 (Old) and T.P. No. 27/NCLT/AHM/2017, T.P. No. 28/NCLT/AHM/2017. Case: In Re: Texni Plex India Pvt. Ltd. Vs. Company Law Board

Case Number:T.P. No. 28/NCLT/AHM/2017 (New), C.P. No. 499/2016, C.A. No. 477/2016 (Old) and T.P. No. 27/NCLT/AHM/2017, T.P. No. 28/NCLT/AHM/2017
Party Name:In Re: Texni Plex India Pvt. Ltd. Vs
Counsel:For Appellant: Swati Soparkar, Advocate
Judges:Bikki Raveendra Babu, Member (J)
Issue:Company Law
Judgement Date:April 18, 2017
Court:Company Law Board
 
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Order:

Bikki Raveendra Babu, Member (J), (Ahmedabad Bench)

  1. These petitions under Sections 230 to 232 of the Companies Act, 2013 have been filed seeking sanction of a proposed scheme of amalgamation of Ghiya Extrusions Private Limited (transferor-company) with Tekni Plex Private Limited (transferee-company) ["Scheme" for short].

  2. The petitioner of T.P. No. 27 of 2017, i.e. Ghiya Extrusions Private Limited, had filed an application in the Honourable High Court of Gujarat, being Company Application No. 476 of 2016, seeking dispensation of meetings of the equity shareholders and unsecured creditors of the said company. The Honourable High Court, vide its order dated 7th November, 2016, dispensed with the convening and holding of the meeting of equity shareholders of the petitioner-company in view of the consent letters given by the equity shareholders. In that order, the Honourable High Court observed that there are no secured creditors of the petitioner-company. The Honourable High Court also dispensed with the meeting of unsecured creditors of the petitioner transferor-company considering the contents of paragraph 11 of the affidavit in support of the Judges' Summons and in view of the fact that the Scheme envisages that the transferee-company shall undertake all the liabilities towards the unsecured creditors of the transferor-company in its normal course of business, without any sacrifice anticipated from the creditors of the transferor-company.

  3. The petitioner of T.P. No. 28 of 2017, i.e. Tekni Plex Private Limited had filed an application in the Honourable High Court of Gujarat, being Company Application No. 475 of 2016, seeking dispensation of meetings of the equity shareholders and unsecured creditors of the said company. The Honourable High Court, vide its order dated 7th November, 2016, dispensed with the convening and holding of the meeting of equity shareholders of the petitioner transferee-company in view of the consent letters given by the equity shareholders. In that order, the Honourable High Court observed that there are no secured creditors of the petitioner-company. The Honourable High Court also dispensed with the meeting of unsecured creditors of the petitioner transferee-company considering the contents of paragraph 11 of the affidavit in support of the Judges' Summons and also considering a certificate from Chartered Accountant confirming that in the post-Scheme scenario, the net worth of the petitioner transferee-company would be approximately Rs. 2151.47 lacs.

  4. The petitioners, thereafter, filed Company Petitions Nos. 498 and 499 of 2016 in the High Court of Gujarat seeking sanction of the Scheme. The Honourable High Court, by its orders, dated 29th November, 2016, admitted the aforesaid Company Petitions and directed the issuance of notice to the Regional Director in both the aforesaid Company Petitions and the Official Liquidator in Company Petitions Nos. 498 of 2016. The High Court also directed publication of notice of hearing of the petitions in the English daily newspaper "Indian Express" and the...

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