Judgment :- 1. The petitioner in C.P.No.33 of 2011, M/s. Spencer and Company Limited, incorporated under the Companies Act, 1882, with its registered office at 4th floor, Spencer Plaza, Phase-I, No.769, Anna Salai, Chennai, has filed petition under Section 391 and 394 of the Companies Act, 1956, for sanctioning of scheme of arrangement. 2. The authorized share capital of the petitioner as per its last audited balance sheet as on 31.03.2010 is Rs.12,00,00,000/- (Rupees Twelve Crores only) divided into 1,20,00,000/- equity shares of Rs.10/- each and the subscribed and paid up capital was Rs.10,93,35,050/- (Rupees Ten Crores Ninety Three Lakhs Thirty Five Thousand Fifty only) divided into 1,09,33,505 fully paid-up equity shares of Rs.10/- each. The net current assets are Rs.81,98,04,137/- (Rupees Eighty One Crores Ninety Eight Lakhs Four Thousand and One Hundred Thirty Seven only) 3. The petitioner in C.P.No.34 of 2011, M/s. Wonder Land Limited, is a transferee company no.1, registered under Companies Act, 1956, with its registered office at 4th floor, Spencer Plaza, Phase-I, No.769, Anna Salai, Chennai. 4. The main objects of the petitioner company in C.P.No.33 of 2011 and M/s. Wonder Land Limited are show in the Memorandum of Associations of the company. 5. The authorised share capital of M/s. Wonder Land Limited is Rs.10,00,000/- (Rupees Ten Lakhs only) and the issued, subscribed and paid up capital is Rs.5,00,000/-(Rupees Five Lakhs only) divided into 50,000 equity shares of Rs.10/- each The authorised share capital of the transferee company no.1 has been increased to Rs.15,00,000/- (Rupees Fifteen Lakhs only) divided into 1,50,000 equity shares of Rs.10/- each. The entire paid up capital of transferee company no.1 is held by M/s. Spencer and Company Limited. Thus, it is wholly owned subsidiary of M/s. Spencer and Company Limited. 6. The petitioner in C.P.No.35 of 2011, M/s. Vayu Udaan Aircraft Private Limited, is a transferee company no.2, which is also wholly owned subsidiary of M/s. Spencer and Company Limited with authorised share capital of Rs.10,00,000/- (Rupees Ten Lakhs only) divided into 1,00,000/- equity shares of Rs.10/- each and the issued, subscribed and paid up capital is Rs.5,00,000/- (Rupees Five Lakhs only) divided into 50,000 equity shares of Rs.10/- each. 7. 7. The petitioner in C.P.No.36 of 2011, M/s. Ektara Enterprises Private Limited, is a transferee company no.3, which is also wholly owned subsidiary of M/s. Spencer and Company Limited with authorised share capital of Rs.1,25,00,000/- (Rupees One Crore Twenty Five Lakhs only) divided into 12,50,000/- equity shares of Rs.10/- each and the issued, subscribed and paid up capital is Rs.5,00,000/- (Rupees Five Lakhs only) divided into 50,000 equity shares of Rs.10/- each. 8. The reasons and circumstances leading to the proposed scheme of arrangement is to make it beneficial to all concerned, including members of all the companies, which reads as under: 18a. The hotel assets of the company have been let out on long lease by virtue of commitments made in the year 1984 and are locked in till 31st March 2034. 18b.The non-hotel assets on leased land will be with the company only for a limited tenure and in any case do not yield significant revenue as on date. 18c. The transferred undertakings represent assets pertaining to the erstwhile retail business of the company, which are over 20 years old and therefore require large investments for their refurbishment to cater to the present scenario in the retail business; 18d. The Resultant Companies to which the transferred undertakings are being transferred will be in a better position to focus on the specific requirements and funding in relation to each of the businesses of the transferred undertaking(s). 18e. The scheme will enable the respective companies to carry on their business separately more conveniently and advantageously with independent management set-up and greater focus and attention. 18f. All the resultant companies are whooly owned subsidiaries of the Demerged company. 18g. The arrangement will enable the Demerged Company to concentrate on the remaining undertakings which are involved in the Hospitality Business which is its core business. 18h. The scheme will enable the respective companies to carry on their business separately more conveniently and advantageously with independent management set-up and greater focus and attention." 9. 18g. The arrangement will enable the Demerged Company to concentrate on the remaining undertakings which are involved in the Hospitality Business which is its core business. 18h. The scheme will enable the respective companies to carry on their business separately more conveniently and advantageously with independent management set-up and greater focus and attention." 9. Under the Scheme of Arrangement, M/s. Spencer and Company Limited proposed to transfer the following undertakings to M/s. Wonder Land Limited, Transferee Co.1.; "a. Hotel assets; b. Non-hotel assets standing on leased land; c. The 'Retain Undertaking' of the Demerged Company located in Phase I of the Spencer Plaza building situated at 4th floor, Spencer Plaza, Phase-I, No.769, Anna Salai, Chennai-600 002, being, the shopping area in the 2nd Floor and the basement storage area." 10. M/s. Spencer and Company Limited also proposed to transfer the following undertakings to M/s. Vayu Udaan Aircraft Private Limited, Transferee Co.2; "d. The 'Commercial Undertaking' at Chennai of the De-merged Company located in Phase I of the Spencer Plaza building situated at 4th floor, Spencer Plaza, Phase-I, No.769, Anna Salai, Chennai-600 002, being the office area in the 4th floor together with 25 nos. car parks". 11. M/s. Spencer and Company Limited further proposed to transfer the following undertakings to M/s. Ektara Enterprises Private Limited , Transferee Co.3; "e. The 'Commercial Undertaking' at Bangalore of the De-merged Company located at Oaksott place, No.86, M.G.Road, Bangalore – 560 001." 12. M/s. Spencer and Company Limited has no secured or unsecured and bank borrower or marketing borrower. Certificate by Auditor has been placed on record. 13. Directors of the companies had also approved the scheme of arrangement, which is in the interest of all concerned. The rights of the creditors or any class of creditors are not prejudicially affected by the proposed scheme. There is no reduction in the quantum or change in terms and conditions of the liabilities, debts, duties and obligations owed by the respective companies to its creditors or it is likely to result consequent to the sanctioning of the scheme. 14. The facts stated herein would also show that the respective companies will continue to be able to meet all its liabilities as and when they accrue. As already observed above, the interest of the creditors of the companies involved is not affected in any manner. 15. 14. The facts stated herein would also show that the respective companies will continue to be able to meet all its liabilities as and when they accrue. As already observed above, the interest of the creditors of the companies involved is not affected in any manner. 15. M/s. Spencer and Company Limited is a public unlisted company, therefore, the compliance of Clause 24 of the Listing Agreement has no application. 16. As directed by this Court, vide order dated 16.12.2010 in C.A.No.1902 of 2010, the meeting of Equity Shareholders of M/s. Spencer and Company, was held at Wallajah Hall, Hotel Connemara, Binny Road, Chennai – 600 002, for considering and if though fit, approving with or without modification the proposed scheme of arrangement. In the meeting of the Shareholders, all the 32 Equity Shareholders attended and the meeting approved the scheme of arrangement unanimously. This Court, vide order dated 16.12.2010, had dispensed with the meeting of the equity shareholders in C.A.Nos.1903 to 1905 of 2010. 17. Sanctioning of scheme of arrangement is for the benefit of M/s. Spencer and Company Limited and its shareholders. There are no investigating proceedings pending either against M/s. Spencer and Company Limited or other companies in all these petitions. The provisions of Section 5(c) of the Companies Act, are not applicable to either M/s. Spencer and Company Limited or other companies. 18. Notice of proposed scheme of arrangement was issued to the Regional Director, Ministry of Corporate Affairs, Chennai on behalf of the Central Government. As per the provisions of Section 394(e) of the Companies Act, 1956, the Regional Director has filed an affidavit dated 11.03.2011 by stating no objection to the scheme of arrangement. 19. Consequently, the company petitions are ordered. 20. The remuneration to the Additional Central Government standing Counsel is fixed at Rs.2,500/- for each petition to be paid by the petitioner companies.