These company petitions are preferred under sections 391 to 394 of the Companies Act, 1956 for sanctioning the scheme of arrangement (demerger) entered into between the Demerged company and the Resulting company with effect from 1st October 2009. The scheme of arrangement (Demerger) is annexed as Annexure A-5 and A-3 in the respective petitions.
2. The petitioner in C.P.No.134 of 2010 is the Demerged company and the petitioner in C.P.No.135 of 2010 is the Resulting company.
3. A perusal of the records show that the petitioners have complied with the prescribed procedure. The certified true copies of the Memorandum of Association and Articles of Association are marked as Annexure 'A-1' respectively. A certified copy of the annual report containing the latest Balance Sheet as on 31.3.2009 of the Demerged company is enclosed as Annexure "A2" and the audited balance sheet for the period between 01.04.2009 and 30.09.2009, is enclosed as Annexure A3 . The copy of the valuation report of U.Gopinath & Co., Chartered Accountants dated 24.02.2010 is enclosed as Annexure 'A4 and A2' to the respective petitions. Scheme of Arrangement in both the petitions marked as Annexure A5 and A3 respectively.
4. The copy of the resolution dated 4th March 2010 of the Board of Directors adopting the scheme of arrangement (Demerger) is enclosed as Annexure 'A6 and A4' to the respective petitions. The consent affidavit from the equity shareholders of the Resulting Company to the scheme of arrangement (Demerger) to dispense with the convening of the meeting of the equity shareholders for approving the scheme of arrangement is marked as Annexure 'A6' in C.P.No.135 of 2010. This Court, in its order dated 27th April 2010, in C.A.No.925 of 2010 in the case of the Resulting company, dispensed with the convening, holding and conducting of the meeting of the shareholders for the purpose of considering and if thought fit, approving with or without modification, the scheme of arrangement (Demerger).
5. Further, this Court in its order dated 27th April 2010, in C.A.No.924 of 2010, in the case of Demerged Company, convened the meeting of the shareholders of the said Company on 5th June, 2010 and Mr.P.Dhanasekar, was appointed as Chairman. The shareholders of Demerged Company have unanimously approved the Scheme of Arrangement (Demerger) at the said meeting. The Chairman appointed by this Court has filed his report, which is annexed as "A-7" and the consent given by the Secured creditors of the Demerged company are annexed as "A-9" in C.P.No.134 of 2010.
6. On notice, the Regional Director(SR), Ministry of Company Affairs, Chennai has filed his report stating no objection to the scheme being sanctioned.
7. I have heard the arguments of the learned counsel for the petitioners and the learned Additional Central Government Standing Counsel.
8. I have perused the scheme filed in the company petitions. The Scheme states that there is no objectionable feature in the scheme of arrangement (Demerger), which is detrimental to the employees either of the Demerged company or of the Resulting company. The said scheme is not violative of any statutory provisions. The scheme is fair, just, sound and is not against any public policy or pubic interest. No proceedings are pending under
Sections 231 to
237 of the Companies Act, 1956. All the statutory provisions are complied with.
9. Consequently, there shall be an order approving the scheme of Arrangement (Demerger) entered into between the Demerged company Vaighai Chemical Industries Limited, the petitioner in C.P.No.134 of 2010 and the Resulting company Vaighai Agro Products Limited, petitioner in C.P.No.135 of 2010, as provided in Annexure A5 and A3 in these Company Petitions, with effect from 1.10.2009, as the procedure laid down under
Sections 391 and
394 of the Companies Act are duly complied with. Both the petitions are allowed as prayed for.
10. The learned Additional Central Government Standing Counsel is entitled to a fee of Rs.2500/- from the petitioner company in each of the petitions.
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