TMI Blog2023 (3) TMI 75X X X X Extracts X X X X X X X X Extracts X X X X ..... 2009 is pending before the Hon ble High Court of Calcutta with regard to the dispute passing of title of the suit property i.e. North Mill estate. Further, it is also on record that prior to filing of reply affidavit by the Appellant, the Appellant on or about 16.08.2019 filed a Suit bearing No. 192/2019 in Uluberia Court for ejectment of the Respondent No.1 from the North Mill property. It reveals that certain proceedings / suits are pending with regard to claim of title to the North Mill Estate property. The contention of the Respondent that the Appellant did not disclose with regard to the pendency of civil disputes and it is mandatorily to make a disclosure under Section 230(2) of the Companies Act, 2013. Since the Appellant included the North Mill property as the property in the scheme of amalgamation, therefore, all the details with regard to the said property ought to have been disclosed in the scheme. However, the Appellant failed to do so. Appeal dismissed. - Company Appeal ( AT ) No. 155 of 2020 - - - Dated:- 28-2-2023 - [Justice Anant Bijay Singh] Member (Judicial) And [Kanthi Narahari] Member (Technical) For the Appellant : Present but appearance not mark ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... nding up from the date of filing of the certified copy of the order. 5. In pursuance of the order dated 19.01.2018, the Transferor Company i.e. GJML filed before the Tribunal the schedule of assets of its properties. The description of the free hold properties of the Transferor Company in Part-I of the schedule of assets comprised of brief description of the following immovable properties. a) New Mill Factory area b) Unit Ananya Factory area c) Labour colony d) Hospital area e) Brickfield area f) North Mill area 6. The schedule of assets was appended to the order and as per the order all the properties and rights and powers of the Transferor Company including those mentioned in the schedule of assets would be transferred without further act or deed to the Transferee Company. 7. After dissolution of the Transferor Company in terms of Clause 2.0 of Chapter-3 of the scheme of amalgamation, the Appellant took requisite steps for change of its name from Kettlewell Bullen Company Limited to Gloster Limited . 8. While matter stood thus, the Respondent herein filed an Application before the NCLT in the month of July, 2019 in M.A. No. 948/KB/2019 for recal ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ing its assets and properties were no longer part of the assets of FGIL (Fort Gloster Industries Limited). When the demerger scheme was sanctioned by the High Court of Calcutta the Jute Division of FGIL stood transferred and vested upon the erstwhile Gloster Limited and did not contain any part or portion of the assets or properties of North Mill. 15. It is submitted that the Appellant has admitted the valid transfer of title in the North Mill from FGIL to HMCL (Hooghly Mills Company Limited) and therefore, the Appellant is estopped from challenging the veracity and validity of the sale agreement dated 12.01.2019 between HMCL and the Respondent herein. 16. It is submitted that the Appellant / Petitioners before the NCLT deliberately and despite being fully aware that the North Mill did not belong to the Transferor Company had mischievously and with fraudulent purpose included the details of the assets and properties of the North Mill in the schedule of assets after the scheme was sanctioned on 19.01.2018. 17. It is submitted that the said purported schedule of assets was neither disclosed at the time of hearing before the NCLT nor before the order was passed. The Appellant ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... oved Scheme removing New Mill factory estate from property scheduled, as it is subject to litigation in CS No. 168 of 2009, pending before the Hon ble High Court, Calcutta. We issue notice under Section 59 of the NCLT Rules, 2016, to the Respondent, Gloster Limited, to show cause as to why penalty of Rs. 50,000/- (Rupees Fifty thousand only) should not be imposed against it for non disclosure of material facts in its Application under Section 230, 232 of the Companies Act, 2013 (CP(CCA) No. 518/KB/2017). It is to be done within two weeks, failing which further necessary orders will be passed. 23. The facts of the case are that the Appellant and Kettlewell Bullen Company Limited filed a petition under Section 230 to 232 of the Companies Act, 2013 sought a direction from the NCLT sanctioning the scheme of amalgamation and pursuant to the said scheme the Transferor Company i.e. Kettlewell Bullen Company Limited would dissolves without winding up and all the properties assets would transfer to the Transferee Company i.e. the Appellant herein. Further, the petitioners sought leave to the file the schedule of assets of the Transferor Company within four weeks from the date of ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... before the High Court of Calcutta wherein the Respondent was substituted as plaintiff on the basis of agreement dated 12.02.2009 (on record). The civil dispute with regard to North Mill Estate is pending for consideration before the Hon ble High Court of Calcutta. On the other hand, the FGIL has also filed title suit No. 987 of 2015 before the Learned Civil Judge (Junior Division, First Court, Uluberia) for possession of that property against the Respondent. 28. The Respondent strenuously contend that the North Mill property belongs to the Respondent which was lawfully derived from HMCL on the basis of agreement of sale dated 12.01.2009. It is also contended that the Appellant did not disclose regarding the civil dispute pending about the title of the suit property which was wrongly included in the schedule. 29. From the record, it is evident that a Civil Suit No. 168/2009 is pending before the Hon ble High Court of Calcutta with regard to the dispute passing of title of the suit property i.e. North Mill estate. Further, it is also on record that prior to filing of reply affidavit by the Appellant, the Appellant on or about 16.08.2019 filed a Suit bearing No. 192/2019 in Ulub ..... X X X X Extracts X X X X X X X X Extracts X X X X
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