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TMI Blog2016 (7) TMI 410X X X X Extracts X X X X X X X X Extracts X X X X ..... 546 of 2015 - - - Dated:- 3-6-2016 - Rajiv Shakdher, J. For the Petitioners : M/s. Ramani Mr.G.Venkatesan For the Regional Director : Ministry of Company Affairs Chennai ORDER 1. These company petitions are preferred under Sections 391 to 394 of the Companies Act, 1956 for sanctioning the scheme of arrangement (demerger) (in short Scheme) between the Demerged companies with the Resulting company with effect from 1st April 2016. The original Scheme is appended as Annexure '14' to the petitions and the amended Scheme is enclosed along with the affidavit dated 11.4.2016. 2. M/s.Integrated Enterprises (India) Limited, the petitioner in C.P.No.543 of 2015 is the first Demerged company, M/s.Integrated Registry Ser ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ditors, their affidavits of consents have been filed. These affidavits are appended as Annexure 17 in C.P.No.543 of 2015. 3.3 By order dated 26.11.2015 in C.A.No.1146 of 2015, in respect of Demerged Company No.1, this Court dispensed with the convening, holding and conducting of the meeting of its Secured Creditors, for the purpose of considering and if thought fit approving with or without modification the scheme. 4. The Board of Directors (BODs) of the Demerged Companies and the Resulting company vide two separate resolutions of even date i.e., 24th July 2015, considered and approved the scheme. The copies of the BODs are appended as Annexure '13' to these petitions. 5. The petitioners state that no investigation proceedi ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... pany 2, have consented to such amendment, and their Consent Affidavits reflecting such position are enclosed herewith collectively as Annexure 1 ('colly'). I state that none of the creditors, the shareholders, or the companies involved in the Scheme would be adversely affected or prejudiced by such amendment i.e. Change in the Appointed Date from 1/4/2015 to 1/4/2016. 5. I state that a copy of the amended Scheme placed for the consideration of this Hon'ble Court, with an amended Appointed Date of 1/4/2016, as also reflecting the amendments proposed vide the Affidavit dated 25th February 2016 of the Petitioner-Demerged Company 2, is enclosed herewith as Annexure2, I state that this may be treated as the final Scheme placed ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... s behalf, the Regional Director further stated that relevant e-forms would have to be filed with the Registrar of Companies, Chennai. 7.2. Second that the Scheme involves re-structuring of paid-up capital of Demerged Companies 1 and 2, whereby a reduction in the face value of equity shares would be brought about from ₹ 10/- per share to Re.1/- per share. The Regional Director's concern is that relevant amendment would have to be brought about in this behalf in the Memorandum and Articles of Association and that necessary e-Forms would have to be filed with the Registrar of Companies, Chennai. 8. Insofar as the first objection is concerned, this Court in somewhat similar circumstances, by order dated 26.3.2008 passed in C.P.N ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... mpanies Act. This section requires special resolution to be passed on the proposed change of name of the company and the approval of the Central Government thereupon for changing the company's name. The proviso of the said Section dispenses with the approval of the Central Government when the only change that occurs in the name is the deletion and addition of word 'private' consequent on the conversion of the company from private to public or vice versa. It may be noted that Chapter V is a complete code by itself on the subject of arrangement/ compromise and reconstruction. 8.1. Evidently, a similar view was taken by this Court in C.P.Nos.133 to 135 of 2006 by order dated 19.08.2006. 8.2. Furthermore, the petitioners hav ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... val accorded to the scheme by the shareholders of the petitioners and creditors of the petitioners company, in my opinion, there appears to be no impediment in the grant of sanction to the scheme. 10. Having thus perused the scheme filed along with the company petitions, I find that the Scheme is not prejudicial to the interest of any person or entity, which has a stake/interest in the petitioner companies. The said scheme as framed is not violative of any statutory provisions. 10.1. The scheme as formulated is fair, just, sound and is not contrary to any public policy or public interest. No proceedings appear to be pending under the provisions of Sections 231 to 237 of the Companies Act, 1956. All the statutory provisions appear to h ..... X X X X Extracts X X X X X X X X Extracts X X X X
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