IN RE KWALITY ZIPPERS LTD., Vs. ABC

JUDGEMENT

(1.) This petition has been filed for amalgamation of Kwality Zippers Ltd., having its registered office at 39B, Industrial Estate, Dada Nagar, Kanpur ('transferee-company'), with Shamil Industries (P.) Ltd., having its registered office at 39B, Industrial Estate, Dada Nagar, Kanpur ('transferor- company No. 1') and Avadh Udyog Ltd. having its registered office at 13/392. F, Civil Lines, Kanpur (Transferor-company No. 2').

(2.) The petition has been filed on the allegations that the business of transferee-company and transferor-company No. 1 can be conveniently and advantageously combined together as their factories are nearby and both have registered offices at the same place and for production of 'Polyester Zip Fasteners', Zip Sliders' and 'Polyster Tapes' are major raw materials. Further, the transferor-company No. 2 has the capital required to profitably combine and upgrade the production activity of the transferee-company and the transferor-company No. 1. It was alleged that the amalgamation will result in a stronger capital base and the merged company shall enjoy combined reserves and turnover which will enable it to raise resources to meet the requirements for further growth including diversification. It framed Scheme of amalgamation.

(3.) This Court passed an order on 30-4-1999 whereby the transferor- company was directed to convene meetings of its shareholders and creditors and if thought fit for approving with or without modification the proposed scheme. Sri K.M. Hajela, Advocate was appointed as Chairman and Sri Yashwant Verma, Advocate as the alternate Chairman. Similarly, the transferor-company No. 2 was also directed to convene its meetings of its shareholders and creditors and if thought fit for approving with or without modification the proposed scheme. Sri L.P. Natham, Advocate was appointed as Chairman and Sri Janardan Sahai, Advocate as the alternate Chairman. The transferee-company was also directed to convene its meetings of its shareholders and creditors. Sri Sunil Ambwani, Advocate was appointed as the Chairman and Sri S.K. Garg, Advocate as alternate Chairman. The Chairmen were also required to submit a report in this Court after the meeting was held. The meeting was convened on the date fixed and all the Chairmen of different Companies have submitted their reports.1'he Scheme of amalgamation was adopted and accepted in the resolution of the meeting of the shareholders and creditors of all the Companies. After the reports were submitted, this petition was filed for approving the Scheme of amalgamation. On the petition, notice was issued to the Regional Director, Department of Company Affairs, Kanpur and the official Liquidator, Allahabad High Court. The notice was also directed to be published in the newspapers "Times of India" (Lucknow edition) and "Dainik Jagran" (Kanpur edition) for submitting the objection and hearing the matter.