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TMI Blog2007 (11) TMI 405X X X X Extracts X X X X X X X X Extracts X X X X ..... the demerged company under sections 391 to 394 of the Companies Act, 1956 read with rules 11( a )(10) and 79 of the Companies (Court) Rules, 1959, to sanction the scheme of arrangement as approved unanimously by the shareholders of the petitioner-company so as to be binding on the petitioner-company and on all the members and creditors of the petitioner-company. 2. C.P. No. 190 of 2007 has been filed by the resulting company under sections 391 to 394 of the Companies Act, 1956 read with rules 11( a )(10) and 79 of the Companies (Court) Rules, 1959 to sanction the scheme of arrangement as approved unanimously by the shareholders of the petitioner-company so as to be binding on the petitioner-company and on all the members and creditors of the petitioner-company. C.P. No. 189 of 2007 3. The petition averments are as under : The petitioner is Sun Metals and Alloys (P.) Ltd., a company incorporated under the Companies Act, 1956, having its registered office at Indsil House , Door Nos. 103-107, Thiruvenkataswamy Road, R.S. Puram, Coimbatore-641 002, Tamil Nadu. Initially, the registered office of the company was at Plot No. 31, Industrial Development Area, Kanjikode West ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ram, Coimbatore-641 002. 9. The authorised share capital of the resulting company as on the date of incorporation is Rs. 5,00,000 divided into 50,000 equity shares of Rs. 10 each. The issued, subscribed and paid-up capital of the resulting company on the said date is Rs. 1,00,000 divided into 10,000 equity shares of Rs. 10 each. The resulting company has been incorporated with the specific objective of carrying on the business of the manufacturers of ferro silicon and silicon manganese after obtaining the sanction of scheme of arrangement. The resulting company has 7 (seven) shareholders as on date. 10. The demerged company has two divisions, viz., investments and holdings division and the smelter division. The smelter division has its own supporting and processing machinery with a capacity for the manufacture of 1,750 M.T. of ferro silicon per annum or 2,800 M.T. of silico manganese per annum with all facilities, human and other resources. 11. The board of directors of the demerged company and the resulting company have at their meetings held on 16-7-2007, considered and approved the scheme of arrangement for demerger of the undertaking of the smelter division of the ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... n and independent value addition without committing the existing organization in its entirety. 19. It enables to carry out the manufacturing and treasuring operations effectively. 20. The demerger would benefit the shareholders, employees and other stakeholders of the demerged company. 21. A copy of the scheme of arrangement is filed along with the petition as annexure 4 and the salient features of the scheme are also narrated in the scheme. 22. The petitioner states that pursuant to the decision of its board at its meeting held on 16-7-2007, approving the scheme, the petitioner-company obtained consent affidavits from its shareholders consenting to the scheme and filed Company Application No. 2385 of 2007 before this Court for dispensing with the convening and conducting of meeting of its shareholders and for suitable directions to the petitioner-company to file the company petition for sanctioning the scheme of arrangement. By virtue of an order made on 6-9-2007, in Company Application No. 2385 of 2007, this Court dispensed with the convening of the shareholders meeting of the petitioner-company and directed the petitioner-company to file the company petition wit ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... g of the smelter division of Sun Metals and Alloys (P.) Ltd. (hereinafter called the demerged company ) for being transferred to and vested in Sunmet Holdings India (P.) Ltd. (hereinafter called the resulting company ). 32. The petitioner has also filed a copy of the very same scheme of arrangement marked as annexure 4 and the salient features of the scheme are narrated in this scheme also. 33. The petitioner states that pursuant to the decision of its board at its meeting held on 16-7-2007, approving the scheme, the petitioner-company obtained consent affidavits from its shareholders consenting to the scheme and filed Company Application No. 2386 of 2007 before this Court for dispensing with the convening and conducting of meeting of its shareholders and for suitable directions to the petitioner-company to file the company petition for sanctioning the scheme of arrangement for demerger. By virtue of an order made on 6-9-2007, in Company Application No. 2386 of 2007, this Court dispensed with the convening of the shareholders of the petitioner-company and directed the petitioner-company to file the company petition within two weeks from 6-9-2007. The petitioner is therefo ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... of sections 21 and 23 of the Companies Act, 1956, for giving effect to the change of name proposed." 40. Heard learned counsel for the petitioners and learned senior panel counsel for the Regional Director. I have also gone through the documents and records submitted in support of their submissions. 41. Learned counsel for the petitioners submitted that the objections of the Regional Director are only formal in nature and even otherwise sections 21 and 23 of the Companies Act could be complied with after sanctioning the scheme of arrangement and these objections could not be held against the petitioners. 42. I find force in the submissions of learned counsel for the petitioners as objections of this nature could not be put against the petitioners at the time of considering the sanctioning of the scheme of arrangement. Further, as rightly contended by learned counsel for the petitioners, the petitions filed under sections 391 to 394 of the Companies Act are like a single window system and the petitioners could not be burdened with taking out various applications which are cumbersome in nature. Further, learned counsel for the petitioners, has rightly pointed out that, i ..... X X X X Extracts X X X X X X X X Extracts X X X X
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