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2009 (8) TMI 712

..... rvation deserves to be made is that the scheme of demerger would stand operated for the change of name provided, the name is available with the Registrar of Companies. In the event, the name is not available, existing names of demerged company will have to be retained. Hence, order accordingly.

Hence, present scheme of demerger is sanctioned subject to the modification and the observation made hereinabove, in the present order. - COMPANY PETITION NOS. 2 AND 3 OF 2009 IN COMPANY APPLICATION NOS. 528 AND 529 OF 2007 - 27-8-2009 - JAYANT PATEL, J. Sudhir M. Mehta and Ms. Shailee S. Mehta for the Petitioner. Harin P. Raval for the Respondent. JUDGMENT 1. Present petitions are for sanctioning the scheme of demerger of Nova Petrochemic .....

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..... egional Director, Ministry of Corporate Affairs. It was also observed by the Court for issuing the notices to the petitioners of the Company Petition Nos. 224 of 2007 and 298 of 2008, which were pending for seeking winding up of the company concerned, since they were also to be affected by present scheme of demerger. 5. The affidavit has been filed dated 2-2-2009 stating that the order for publication is complied with and together with the said affidavit, the relevant abstract of the advertisement in the newspapers is also produced. It is stated in additional affidavit filed on behalf of the petitioning company dated 21-8-2009 at para 2 that none has approached to take copies of the petition and no one has filed any objections except the pe .....

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..... ective, the name of the resulting company stand changed to CIL Nova Petrochemicals Limited and the name of Demerged company would stand changed to GSL Nova Petrochemicals Limited. In this connection, Demerged company and resulting company may be directed to comply with the provision of sections 20 and 21 of the Act since availability of name is subject to availability as approved by the Registrar of Companies at the time of making such application for adoption of new name, as under MCA 21 system it is systemically not possible to reserve names without a formal application made by the applicant and allotment of the same by the official of the Registrar of Companies. 8. In the additional affidavit, reply has been submitted by and on behalf of .....

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..... firm in which some of the directors are interested as partners. This disclosure points to a possible violation of section 297. Hence, when the matter taken up with the demerged company, it admitted to the violation of section 297 and represented that it would file compounding application for the same. Moreover, from para 9 of the Notes of Accounts in Schedule 19 of the Accounts for 2007-08 of the demerged company states that the loans and advances include Rs. 996.79 lakhs, (previous year Rs. 878.89 lakhs) due from private companies in which some of the Directors are interested as Director and Rs. 117.86 lakhs (previous year Rs. 117.86 lakhs) due from the firms in which some of the Directors are interested as partner. When the demerged comp .....

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..... foresaid explanation, as such the issue would not get concluded for the alleged contravention and will have to be kept open as per the decision of this Court in the case of Norfolk Infotech (P.) Ltd. (supra) and allied matters. Only observation deserve to be made is that the aspects of alleged contravention as per the competent authority and of available defence as permissible to the Company or its officers shall remain open and the sanction granted by this Court to the scheme shall not operate as a bar for initiation, continuation and conclusion of such proceedings in accordance with law. Hence, said clarification would operate accordingly. 13. No other adverse circumstances are brought to the notice of this Court. 14. Hence, present schem .....

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