2016 (5) TMI 825 - HC - Companies Law

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 with. In fine there shall be an order approving the scheme of arrangement for demerger between the Transferor/Demerged Company viz. M/s Arvind Green Infra Private Limited and the Transferee/Resulting Companies viz. M/s Aniruth Green India Private Limited M/s Aadhav Energy Tech Private Limited and M/s. Apsara Power India Private Limited including reduction of preference share capital of the Demerged Company as per the Scheme with effect from the Appointed Date viz., 12th September 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.

Summary

Issues:
1. Sanctioning a scheme of arrangement for demerger of businesses and reduction of paid-up preference share capital.

Analysis:
The judgment involves multiple petitions filed by different companies seeking approval for a scheme of arrangement for demerger of businesses and reduction of paid-up preference share capital. The first petitioner, Arvind Green Infra Private Limited, sought demerger of its A-Unit, B-Unit, and C-Unit businesses into three different transferee companies. The second petitioner, Aniruth Green India Private Limited, aimed to merge the A-Unit business. Similarly, Aadhav Energy Tech Private Limited and Apsara Power India Private Limited sought approval for the demerger of the B-Unit and C-Unit businesses, respectively. The petitions detailed the incorporation dates, main objectives, approval of schemes, consent from shareholders, absence of secured creditors, and compliance with legal procedures. The Regional Director, Ministry of Corporate Affairs, filed a common affidavit ensuring the protection of employees' interests and compliance with statutory requirements. The judgment concluded that the schemes were fair, just, and compliant with the Companies Act, 1956, without any objectionable features detrimental to employees' or public interests. Consequently, the court approved the schemes of arrangement for demerger and the reduction of preference share capital, effective from the appointed date of September 12, 2015, as per Sections 391 to 394 of the Companies Act, 1956. All four company petitions were allowed as prayed for, affirming the validity and legality of the proposed schemes.