IN RE Vs. LUIS PACKAGING PRIVATE LIMITED

JUDGEMENT

(1.) This Petition filed jointly by the Petitioners namely, M/s. Luis Packaging Pvt. Ltd. (hereinafter referred to as the Transferor Company) and M/s. Kalinga Packer Pvt. Ltd. (hereinafter referred to as the Transferee Company) in connection with a proposed Scheme of Amalgamation of the said M/s. Luis Packaging Pvt. Ltd. with M/s. Kalinga Packer Pvt. Ltd., the Transferee Company has come up for dispensation with the meetings of shareholders and creditors of the Companies.

(2.) This is a transferred petition from the Hon'ble Orissa High Court. This Petition was moved before the Hon'ble Orissa High Court being COPET No. 15 of 2016. Later on, the Hon'ble High Court vide order dated 5th January, 2017 has transferred the above COPET no.15 of 2016 to the National Company Law Tribunal (NCLT) , Kolkata, in view of the Notification dated 7th December, 2016 of the Ministry of Corporate Affairs, Government of India.

(3.) The object of this application is to obtain the sanction of this Tribunal to the Scheme of Amalgamation amongst the Applicant and the Transferor Company, where under it is inter alia, proposed to transfer and vest the entire business and undertaking of the Transferor Company together with the assets, properties and liabilities, to the Transferee Company as a going concern as provided in the Scheme of Amalgamation (hereinafter referred to as "the Scheme") . The terms and conditions for the said amalgamation are contained in the Scheme, a copy of which has been enclosed as "Annexure-5", hereto. In terms of the Scheme, the "Appointed Date" is 1st April, 2015. The "Effective Dates" would be the date on which certified copies of the order of the Hon'ble High Court under section 394 of the Act have been filed with the Registrar of Companies, Orissa.