KRITI PLASTICS PVT LTD Vs. STATE OF MP

JUDGEMENT

(1.) THIS order shall govern the disposal of Company Petition No. 10 of 1990 (Kriti Plastics Pvt. Ltd.), Company Petition No. 11 of 1990 (Kasta Extrusions Pvt. Ltd.) and Company Petition No. 12 of 1990 (Purti Pipes and Processors Pvt. Ltd.). These three petitions have been filed by three different private limited companies duly incorporated under the Companies Act, 1956. The object of the petitions is to obtain sanction of this court to compromise or arrangement whereby Kasta Extrusions Pvt. Ltd., and Purti Pipes and Processors Pvt. Ltd. will amalgamate with another company, Kriti Plastics Pvt. Ltd. According to the scheme of amalgamation, the transferor -companies are Kasta Extrusions Pvt. Ltd., Indore and Purti Pipes and Processors Pvt. Ltd. also having its office at Indore and the transferee -company is Kriti Plastics Pvt. Ltd., which has also its office at Indore. The transferee -company, Kasta Extrusions Pvt. Ltd., is engaged in the business of manufacturing rigid PVC pipes and the transferor -company, Purli Pipes and Processors Pvt. Ltd., is also engaged in the business of manufacture of rigid PVC pipes. Both the transferor companies by resolution of the board of directors dated April 4, 1990, as well as the transferee -company by resolution of its board of directors dated April 4, 1990, unanimously resolved to amalgamate/merge the transferor -companies, Kasta Extrusions Pvt. Ltd. and Purti Pipes and Processors Pvt. Ltd., into transferee -company, Kriti Plastics Pvt. Ltd. subject to the approval of members/shareholders in general meeting, court, the Central Government and other concerned authorities as may be required.

(2.) THE three companies presented an application for making a request to the court for convening a meeting of the shareholders and appointing a chairman. Accordingly, the court appointed Smt. M. Chaphekar as chairman and Shri Uday Vadnerkar as alternate chairman and directed issuance of notices in accordance with rules. After the meeting, the chairman submitted her report and according to the report there was unanimous decision of all the shareholders present approving the resolution of the board of directors and all the members accorded their approval to the amalgamation and the scheme of amalgamation. The arrangement of the share ratio was also decided in that meeting.

(3.) A reply was filed to the report of the official liquidator by the company, whereupon a rejoinder was again filed by the official liquidator. In the reply filed by the companies it has been stated that compliance with Section 393(1) is to be settled by the court. All the procedural formalities regarding the amalgamation were complied with. Necessary notices were issued with the permission of the court. Hundred per cent, share -holders were present in the meeting and they have approved the scheme of amalgamation as well as the share exchange ratio which is based on audited books of account. The creditors were given notices as per provisions of the Companies Act and the share exchange ratio was modified by all the shareholders and the creditors who were present in the respective meeting. The modification of the share exchange ratio is based on audited balance -sheets.