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2016 (5) TMI 825 - MADRAS HIGH COURT

2016 (5) TMI 825 - MADRAS HIGH COURT - TMI - Sanction of scheme of demerger - Held that:- No objectionable feature in the Scheme detrimental to the interest of the employees of the Transferor/Demerged Company or of the Transferee/Resulting Companies. Further, the Scheme is fair, just, sound and is not against any public policy or public interest. That apart, no proceedings are pending under sections 235 to 251 of the Companies Act, 1956. Further, all the statutory provisions have been complied w .....

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, 2015, as the procedure laid down under Section 391 to 394 of the Companies Act, 1956 were duly complied with. Hence, the Scheme of Arrangement for Demerger proposed by the petitioners is approved and all the four Company Petitions are allowed as prayed for. - Company Petition Nos. 460 to 463 of 2015 - Dated:- 19-1-2016 - S. Manikumar, J. For the Petitioners : Mr. V. Srinivasan ORDER The petitioner in C.P.No.460 of 2015 viz., Arvind Green Infra Private Limited (herein after called as the Petiti .....

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2, viz., Aadhav Energy Tech Private Limited, as per the Scheme Annexure 3, as a going concern; (c). Demerger of the C-Unit business of the petitioner company and transmitting/merging/vesting of the same into the Transferee Company No - 3, viz., Apsara Power India Private Limited, as per the Scheme Annexure 3, as a going concern; (d). Reduction of paid-up preference share capital of the petitioner company from ₹ 7 crores to ₹ 3.85 crores as per the Scheme Annexure 3; with effect from .....

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the petitioner company would be transferred/merged/vested with the Transferee Company No.1, Transferee Company No.2 and Transferee Company No.3, respectively, as a going concern. The consideration for the Demerger and consequent reduction in preference share capital were set out in paragraph 10 of the petition. The scheme of arrangement for demerger had been circulated to all the equity and preference shareholders of the Petitioner Company and all the equity and preference shareholders have giv .....

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ered Accountant Certificate to that effect is filed as Annexure 6. The Petitioner Company has 4 long term unsecured creditors. The list of long term unsecured creditors is filed as Annexure 7. They have all given consent/No objection letters for the purpose of approving the said scheme of Arrangement for Demerger which are filed as Annexure 8. The petitioner company has seven equity shareholders. The list of equity shareholders of the petitioner company is filed as Annexure -11. The consent affi .....

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benefit and interest of the equity shareholders of the Petitioner Company. Hence, the Petitioner/Transferor Company has come up with the present petition in C.P.No.460 of 2015. 3. The petitioner in C.P.No.461 of 2015 viz., Aniruth Green India Private Limited (herein after called as the Petitioner/Transferee Company No.1/Resulting Company No.1) has come up with the said petition praying for sanctioning of a scheme of arrangement for Demerger of the A-Unit business of Arvind Green Infra Private Li .....

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ragraph 5 of the Petition. The Board of Directors of the Transferee Company No.1, at its meeting held on 12.09.2015, has approved the scheme of arrangement for demerger, under which, the A Unit business of the Transferor company, namely, Arvind Green Infra Private Limited, is proposed to be transferred/merged/vested with the Transferee Company No.1, viz., Aniruth Green India Private Limited, as a going concern. The scheme of arrangement for demerger had been circulated to all the shareholders of .....

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o.1 has no secured creditor and the Chartered Accountant Certificate to that effect is filed as Annexure 6. The Transferee Company No.1 has one unsecured creditor (Annexure 7) and the said unsecured creditor has given consent for the said scheme of Arrangement for Demerger which is filed as Annexure 8. The petitioner company has five equity shareholders. The list of equity shareholders of the petitioner company is filed as Annexure - 9. The consent affidavit of the equity shareholders, consentin .....

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.2) has come up with the said petition praying for sanctioning of a scheme of arrangement for Demerger of the B-Unit business of Arvind Green Infra Private Limited and transmitting/merging/vesting of the same into the Petitioner/Transferee Company No.2, namely, M/s Aadhav Energy Tech Private Limited, as per the Scheme-Annexure 3, as a going concern, with effect from the Appointed Date, viz., 12th September, 2015. 6. The facts set out by the Transferee Company No.2 in its petition in C.P.No.462 o .....

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y No. 2, viz., Aadhav Energy Tech Private Limited, as a going concern. The scheme of arrangement for demerger had been circulated to all the shareholders of the Transferee Company No.2 and all the shareholders have given their consent for the said scheme. Copies of the consent affidavits given by them were filed along with the petition. (b) This Court, in Company Application No. 1058 of 2015, by an order dated 14.10.2015, dispensed with the convening and conducting of the meeting of equity share .....

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hareholders. The list of equity shareholders of the petitioner company is filed as Annexure - 9. The consent affidavit of the equity shareholders, consenting to the scheme of arrangement for demerger, is filed as Annexure 10. The interest of the creditors of the Transferee company No.2 is not affected by virtue of the scheme of arrangement for demerger, rather, it will be beneficial to the equity shareholders. Hence, the Transferee Company No.2 has come up with the Company Petition in C.P.462 of .....

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as a going concern, with effect from the Appointed Date, viz., 12th September, 2015. 8. The facts set out by the Transferee Company No.3 in its petition in C.P.No.463 of 2015, in nutshell, are set out here under:- (a) The Transferee Company No.3 was incorporated on 10.9.2015. The main object of the company was set out in paragraph 5 of the Petition. The Board of Directors of the Transferee Company No.3, at its meeting held on 12.09.2015, has approved the scheme of arrangement for demerger, under .....

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ition. (b) This Court, in Company Application No. 1059 of 2015, by an order dated 14.10.2015, dispensed with the convening and conducting of the meeting of equity shareholders of the Transferee company No.3 and also directed to file a petition for sanction of the scheme of arrangement for demerger. The Transferee Company No.3 has no secured creditor and the Chartered Accountant Certificate to that effect is filed as Annexure 6. The Transferee Company No.3 has one unsecured creditor (Annexure 7) .....

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rangement for demerger, rather, it will be beneficial to the equity shareholders. Hence, the Transferee Company No.3 has come up with the Company Petition in C.P.463 of 2015. 9. Common Affidavit in C.P.Nos. 460 to 463 of 2015 was filed by the Regional Director, Ministry of Corporate Affairs, Chennai on behalf of the Central Government, wherein it is stated that the Scheme protects the interest of all the employees of the of the demerged undertakings of the demerged company. Paragraph Nos.6 and 7 .....

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