IN RE Vs. WATERWELL CONTAINER PVT LTD

JUDGEMENT

(1.) These petitions under Sections 391 -394 of the Companies Act, 1956 have been filed seeking sanction of a proposed Scheme of Arrangement ("Scheme" for short) in the nature of amalgamation of Waterwell Containers Private Limited (Transferor Company) with Vectus Industries Limited (Transferee Company) .

(2.) The petitioner of T.P. No. 70/NCLT/AHM.2017, i.e. Waterwell Containers Private Limited, and the petitioner of T.P. No. 71/NCLT/AHM.2017, i.e. Vectus Industries Limited had filed an application in the Honourable High Court of Madhya Pradesh, Gwalior Bench, being Company Application No. 8 of 2015, seeking dispensation of the meetings of Equity Shareholders of Transferor Company and Transferee Company. The Honourable High Court, vide order dated 6th January, 2016, dispensed with the convening and holding of the meetings of the Equity Shareholders of both the Transferor and Transferee Company. Further, The Honourable High Court, vide order dated 6th January, 2016 ordered for meeting of Secured and Unsecured Creditors of the Transferor and Transferee Companies and also ordered for News Paper Advertisement in Hindustan Times (English) and Nai Duniya (Hindi) at least 21 days before the meeting. The said advertisements were published on 11th February, 2016 and necessary affidavit filed before the Court. Subsequently, Meeting of Secured and Unsecured Creditors of petitioner Transferor Company were convened on 5th March, 2016. Since on the date of meeting there were no Secured Creditors on the books of Petitioner Transferor Company, meeting of Secured Creditors was not held. Meeting of the unsecured creditors of Petitioner Transferor Company was held on 5th March 2016 and necessary resolution for approval of the Scheme was passed with requisite majority by unsecured creditors of Petitioner Transferor Company. Based on Scrutinizers Report, Chairman of the meeting filed her report before the Court on 14th March 2016.

(3.) Meeting of the Secured and Unsecured creditors of Petitioner Transferee Company was held on 6th March 2016 and necessary resolution for approval of the Scheme was passed with requisite majority by both Secured and Unsecured creditors of Petitioner Transferee Company. Based on Scrutinizers Report, Chairman of the meeting filed her report before the Court on 14th March 2016.