THE HON'BLE SRI JUSTICE B.SESHASAYANA REDDY Company Petitions No.195 and 196 of 2011 26th December, 2011 Between :- C.P.No.195 of 2011 M/s.Pankaj Polymers Limited, Rep.by its Managing Director – Pankaj Goel .. Petitioner C.P.No.196 of 2011 M/s.Pankaj Polypack Limited, Rep.by its Director – Niraj Goel .. Petitioner THE HON'BLE SRI JUSTICE B.SESHASAYANA REDDY Company Petitions No.195 and 196 of 2011 COMMON ORDER:- These two petitions have been taken out under Sections 391 and 394 of the Companies Act, 1956 seeking sanction of the Scheme of Arrangement. M/s.Pankaj Polymers Limited, hereinafter referred to as the ‘Transferor Company’, is the petitioner in C.P.No.195 of 2011. M/s.Pankaj Polypack Limited, hereinafter referred to as the ‘Transferee Company’, is the petitioner in C.P.No.196 of 2011. The Transferor Company was originally incorporated as a Public Limited Company under the name and style of M/s.Pankaj Industries Limited on 24-6-1992 in the State of Andhra Pradesh at Hyderabad. Later on, the Company changed its name to M/s.Pankaj Polymers Limited and obtained a fresh certificate of Incorporation from the Registrar of Companies, Hyderabad on 5-7-1995. The registered Office of the Company is situated at 5th floor, Surya Towers, Sardar Patel Road, Secunderabad. The authorized share capital of the Company is Rs.15,00,00,000/- divided into 1,50,00,000 equity shares of Rs.10/- each. The Issued, Subscribed and Paid-up Capital of the Company is Rs.56,54,39,000/- divided into 55,43,900 equity shares of Rs.10/- each. The main objects of the Company are to carry on the business of Manufacturers, Processors, Dealers, Contractors, Agents, Suppliers, Stockists, Representatives, Engineers, Designers, Consultants for any or all of plastics such as Woven Sacks, Monofilament Yarn, Polyester Yarn, Polypropylene Yarn, Ropes, Twines, Chair cane, Household articles, industrial items and/or rubber goods including the business of resins and moulding compounds such as ABS, Acetal, Alkyd, Cellulose, Acetate, CAB, Cross-linked thermoplastics, etc. The Transferee Company was originally incorporated as a Private Limited Company under the name and style of M/s.Pankaj Polypack Private Limited on 7-2-2011 in the State of Andhra Pradesh. Later on, the Company changed its ame to M/s.Pankaj Polypack Limited and obtained fresh Certificate of Incorporation on 28-2-2011. The Authorized Share Capital of the Company is Rs.10,00,000/- divided into 1,00,000 equity shares of Rs.10/- each. The Issued, Subscribed and Paid-up capital of the Company is Rs.5,00,000/- divided into 50,000 equity shares of Rs.10/- each. The main objects of the Company are to carry on the business as Manufacturers, Processors, Dealers, Contractors, Agents, Suppliers, Stockiest, Representatives, Engineers, Designers, Consultants for any or all of plastics such as Woven Sacks, Monofilament Yarn, Polyester Yarn, Ropes, Twines, Chair Cane, Household Articles, Industrial Items and/or rubber goods including the business of resisns and moulding compounds such as Acrylonitrile butadiene styrene, Acetal, Alkyd, Cellulose, Acetate, Cellulose Acetate Butyrate Cross linked Thermpoplastics, etc. The Transferor Company has three business divisions and they are:- 1) HDPE /Woven Sacks Division. 2) PP Disposable/PP Sheets Division. 3) Plastic Moulded Industrial Accessories Division. Under the Scheme of Arrangement, PP Disposable/PP Sheets Division is demerged from the Transferor Company and the resulting Company, namely Transferee Company is being taken over the same. The objectives of the Scheme of Arrangement are:- 1) To concentrate and focus on the core business activity of each Company; 2) Scalability of capacities; 3) Facilitate expansion, consolidation or any other arrangement depending on the opportunity in the future with similar business; to achieve economies of scale and better profitability; and 4) Effective and efficient administration, management and control. The Board of Directors of Transferor Company and Transferee Company at their respective meetings held on 1-6-2011 approved the Scheme of Arrangement w.e.f., 1-4-2011 subject to the approval/consent of the shareholders and confirmation by this Court. This Court appointed a Chairperson to convene the meeting of shareholders of the Transferor Company as per orders in C.A.No.980 of 2011, dated 25-8-2011. The Chairperson conducted the meeting and placed on record his report. As per the report, the shareholders have approved the Scheme of Arrangement. This Court by order dated 25-8-2011 passed in C.A.No.981 of 2011 dispensed with the meeting of the shareholders of the Transferee Company in view of the affidavits of the shareholders giving their consent being placed on record. These Company Petitions came to be admitted on 9-11-2011. The petitioners were directed to take out notice of the hearing of the Company Petitions by way of publication in “Business Standard” (English Daily), Hyderabad edition and “Andhra Bhoomi” (Telugu Daily), Hyderabad edition and file proof of the same. Accordingly, the petitioners took out publications and filed proof of the same. The petitioners were also directed to take out notice to the Regional Director, South Eastern Region, Ministry of Corporate Affairs, Kendriya Sadan, Sultan Bazar, Koti, Hyderabad. Accordingly, the petitioners took out notices to the Regional Director. The Regional Director, South Eastern Region, Ministry of Corporate Affairs, Hyderabad, has placed on record his common affidavit. It is stated in the affidavit that the Transferee Company shall pay the Stamp Duty under Article 20(d) of Schedule 1-A of the Indian Stamp Act as applicable to the State of Andhra Pradesh. It is also stated in the affidavit that the Transferor Company has availed Working Capital loan from IDBI Bank and the consent of the IDBI is to be obtained. Heard learned Counsel appearing for the petitioners and the learned Assistant Solicitor General appearing on behalf of the Regional Director, South Eastern Region, Ministry of Corporate Affairs, Hyderabad. Learned Counsel appearing for the petitioners submits that the Transferor Company obtained no objection certificate dated 8-10- 2011from IDBI and filed along with memo. Learned Counsel also submits that the Transferee Company is prepared to pay the necessary stamp duty. All the statutory formalities have been complied with. No objections have been received from any quarter. From the material on record, the scheme appears to be fair and reasonable and is not violative of any provisions of law and is not contrary to public policy. In the facts and circumstances, I do not see any impediment in granting sanction to the proposed scheme of arrangement, since all the requisite statutory compliances have been fulfilled. Accordingly, the Company Petitions are Allowed. The parties to the Scheme of Arrangement or other persons interested shall be at liberty to apply for any directions that may be necessary in regard to the working of the Scheme of Arrangement. The petitioners do lodge an authenticated copy of the scheme and copy of this order with the Registrar of Companies within 30 days from the date of the order. The petitioners in each of the petitions shall pay a sum of Rs.5,000/- (Rupees Five thousand only) to the Regional Director, Ministry of Corporate Affairs, South Eastern Region, Hyderabad. The petitioner in Company Petition No.196 of 2011 shall pay the Stamp Duty as provided under Article 20(d) of Schedule 1A of the Indian Stamp Act as applicable to the State of Andhra Pradesh. _________________________ B.Seshasayana Reddy, J 26th December, 2011 smr