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TMI Blog2009 (8) TMI 712X X X X Extracts X X X X X X X X Extracts X X X X ..... 2 AND 3 OF 2009 IN COMPANY APPLICATION NOS. 528 AND 529 OF 2007 - - - Dated:- 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 Petrochemicals (hereafter referred to as Demerger Company , petitioner of Company Petition No. 2 of 2009). Nova Polyyarn Limited is the resulting company (petitioner of Company Petition No. 3 of 2009). The scheme of the arrangement is produced at Annexure E to the petition. 2. In Company Petition No. 2 of 2009 vide order dated 26-11-2007 passed by this Court, as the consent letters of equity shareholders, unsecured creditors we ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... cation 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 petitioner of Company Petition Nos. 224 of 2007 and 298 of 2008. In a very affidavit, it has been further stated that the matter has been settled with the petitioner of Company Petition Nos. 224 of 2007 and 298 of 2008 and they have withdrawn the petitions. The copy of the order passed for withdrawal of such petition dated 20-4-2009 in Company Petition No. 298 of 2008 and on 30-7-2009 in Company P ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... d 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 the petitioner-company as under : "That the provisions of section 391 being an independent code, the change of name is covered under the principle of Single Widow Clearance , no approval of Central Government under sections 20 and 21 is required. However, the companies will file necessary forms in order to facilitate RoC to issue fresh certificate of incorporation conse ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... dule 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 company was asked to clarify as to compliance of section 295 in respect thereof, it had represented (copy enclosed and marked as Annexure - A to this affidavit) that this are Trade Advances without submitting any proof/evidence to that effect in view of lack of any evidence to the Company. It appears that the provisions of section 295 have been contravened ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... rity 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 scheme of demerger is sanctioned subject to the modification and the observation made hereinabove, in the present order. 15. The petitions are allowed to the aforesaid extent. 16. The fees of the Central Government is quantified at Rs. 3,500 in each petitions. It will be open to the petitioner-company to pay the costs at R ..... X X X X Extracts X X X X X X X X Extracts X X X X
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